Exhibit
10.14


 


JAMESTOWN
PREMIER 245 FIRST, LLC

c/o Jamestown

675 Ponce de Leon Avenue, 7th Floor

Atlanta, GA 30308


 


July
29, 2016


 


Horizon
Discovery Inc.

245 First Street

Cambridge, MA 02142

Attn: Jeb Ledell


 


Compass
Therapeutics LLC

245 First Street

Cambridge, MA 02142

Attn: Errik B. Anderson


 


Foley
Hoag LLP

155 Seaport Boulevard

Boston, MA 02210

Attn: Robert L. Birnbaum Esq.


 


		RE:	CONSENT
TO SUBLEASE


 


	 	“Building”:	As defined
    in the Lease
	 	 	 
	 	“Premises”:	As defined in the
    Lease
	 	 	 
	 	“Landlord”:	Jamestown Premier
    245 First, LLC,
	 	 	a Delaware limited
    liability company
	 	 	 
	 	“Tenant”:	Horizon Discovery
    Inc.,
	 	 	a Delaware corporation
	 	 	 
	 	“Subtenant”:	Compass Therapeutics
    LLC,
	 	 	a Delaware limited
    liability company
	 	 	 
	 	“Lease”:	Lease dated November
    9, 2015
	 	 	 
	 	“Sublease”:	Sublease annexed
    hereto as Exhibit A and incorporated herein by this reference, as same may hereafter be amended, modified, extended
    or restated from time to time, as may be permitted hereunder



 



     


     


    

 


Ladies
and Gentlemen:


 


You
have requested our consent to the Sublease. Such consent is hereby granted on the terms and conditions, and in reliance upon the
representations and warranties, set forth in this letter agreement (this “Agreement”).


 


		1.	Tenant
                                         represents and warrants that, as of the date of this Agreement, (a) the Lease is in full
                                         force and effect; (b) the Lease has not been assigned, encumbered, amended, modified,
                                         extended or supplemented; (c) Tenant knows of no defense or counterclaim to the enforcement
                                         of the obligations of the Tenant under the Lease; (d) Tenant is not entitled to any reduction,
                                         offset or abatement of the rent payable under the Lease; (e) a true and complete copy
                                         of the Sublease is attached hereto as Exhibit A, and the Sublease constitutes the entire
                                         agreement between Tenant and Subtenant with respect to the subject matter thereof; and
                                         (f) Tenant is not in default of any of its obligations or covenants, and has not breached
                                         any of its representations or warranties under the Lease beyond any applicable notice
                                         and cure periods.



 


		2.	The
                                         Sublease shall be subject and subordinate to the Lease and all of its provisions. Neither
                                         Tenant nor Subtenant shall take, permit or suffer any action which would violate the
                                         provisions of the Lease or this Agreement.



 


		3.	Landlord’s
                                         obligations to Tenant are governed only by the Lease and this Agreement. Landlord shall
                                         not be bound or estopped by any provision of the Sublease, including any provision purporting
                                         to impose any obligations upon Landlord. Without limiting the foregoing, and notwithstanding
                                         anything to the contrary contained in Section 22 of the Sublease, in no event shall Landlord
                                         be deemed to have waived any claim which Landlord has against Subtenant on account of
                                         lost profit, damage to or loss of business, or any form of special, indirect or consequential
                                         damages. Nothing contained herein shall be construed as a consent to, approval of, or
                                         ratification by Landlord of, any of the particular provisions of the Sublease, or any
                                         plan or drawing referred to or contained therein. Tenant expressly acknowledges that
                                         Landlord has not approved any provision of the Sublease. Any and all alterations, additions
                                         and improvements in or to the Premises shall be subject to the prior written approval
                                         of the Landlord in accordance with the terms and provisions of the Lease. Subtenant shall
                                         name Landlord as an additional insured party under any liability insurance policy maintained
                                         by Subtenant with respect to the Premises, and prior to taking possession of the Premises
                                         shall deliver a certificate evidencing said insurance to Landlord. Notwithstanding anything
                                         herein to the contrary, Subtenant shall have the benefit of all of Section 3, Section
                                         4, and Section 5 of the Sublease.



 


		4.	If
                                         Tenant or Subtenant violates any of the terms of this Agreement, or if any representation
                                         by Tenant or Subtenant in this Agreement is untrue in any material respect, or if Subtenant
                                         takes any action which would constitute a default under the Lease, then Landlord may
                                         declare the Lease to be in default and avail itself of all remedies provided at law or
                                         equity or in the Lease with respect to defaults after any applicable notice and cure
                                         periods.



 



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		5.	If
                                         the Lease is terminated prior to the stated expiration date provided in the Lease, the
                                         Sublease shall likewise terminate on the date of such termination. In connection with
                                         such termination, Subtenant, at its sole expense, shall surrender the Premises to Landlord
                                         in the manner provided for in the Lease, including the removal of all its personal property
                                         from the Premises and from the Building, and repair all resulting damage to the Premises
                                         and the Building. Except as otherwise provided in the Lease, Landlord shall have the
                                         right to retain any property and personal effects which remain in the Premises or the
                                         Building after the date of termination of the Sublease, without any obligation or liability
                                         to Tenant or Subtenant, and to retain any net proceeds realized from the sale thereof,
                                         without waiving Landlord’s rights with respect to any default by Tenant under the
                                         Lease or Subtenant under the foregoing provisions of this paragraph and the provisions
                                         of the Lease and Sublease. If Subtenant shall fail to vacate and surrender the Premises
                                         in accordance with the provisions of this paragraph, Landlord shall be entitled to all
                                         of the rights and remedies which are available to a landlord against a tenant holding
                                         over after the expiration of a term, and any such holding over shall be deemed a default
                                         under the Lease. In addition, Subtenant agrees that it will not seek, and it expressly
                                         waives any right to seek, any stay of the prosecution of, or the execution of any judgment
                                         awarded in, any action by Landlord to recover possession of the Premises. Subtenant may
                                         not vacate the Premises on a Sunday or holiday. If the Sublease terminates on a Sunday
                                         or holiday, Subtenant must comply with this paragraph by the end of the preceding Saturday
                                         or business day. This paragraph shall survive the expiration or earlier termination of
                                         the Lease and/or the Sublease.



 


		6.	Tenant
                                         and Subtenant each agrees:



 


		(i)	notwithstanding
                                         any provision contained in this Agreement to the contrary, the liability of the Landlord
                                         for its obligations (whether under the Lease, this Agreement, or otherwise) shall be
                                         limited to the interests of Landlord in the Building. In no event shall any partner,
                                         member, manager, shareholder, director, officer, principal, employee, agent, or owner
                                         of Landlord, direct or indirect, disclosed or undisclosed, be personally liable for any
                                         debts, liabilities or obligations of Landlord, or for any claims against Landlord, arising
                                         out of or resulting from the Lease, the Premises, or this Agreement. Any such debts,
                                         obligations, liabilities or claims shall be satisfied solely out of the interests of
                                         Landlord in the Building. In no event shall any personal judgment be sought or obtained
                                         against any partner, member, manager, shareholder, director, officer, principal, employee,
                                         agent, or owner of Landlord, direct or indirect, disclosed or undisclosed; and (ii) the
                                         obligations of Landlord under this Agreement and the Lease shall not be binding upon
                                         Landlord after the sale, conveyance, assignment or transfer by Landlord of its interest
                                         in the Real Property, and Tenant and Subtenant shall look solely to the transferee for
                                         the satisfaction of such obligations. Any such transferee shall be deemed to have assumed
                                         all of Landlord’s obligations under this Agreement.



 



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		7.	Tenant
                                         and Subtenant each represents and warrants that no rent or other consideration is being
                                         paid or is payable to Tenant by Subtenant for the right to use or occupy the Premises
                                         or for the use, sale or rental of Tenant’s fixtures, leasehold improvements, equipment,
                                         furniture or other personal property in excess of the pro-rata portion of the fixed rent
                                         and any additional rent payable pursuant to the Lease except as set forth in the Sublease.



 


		8.	The
                                         Lease and this Agreement constitute the entire agreement of the parties with respect
                                         to Landlord’s consent to the Sublease. This Agreement may not be amended, modified,
                                         altered or changed except in writing signed by the Landlord.



 


		9.	Copies
                                         of all notices or other written communications sent pursuant to the Sublease shall be
                                         sent to the Landlord concurrently, and all statements, notices and other communications
                                         given pursuant to this Agreement must be in writing and must be delivered personally
                                         with receipt acknowledged, or sent by a nationally recognized reputable overnight courier
                                         (against a receipt of delivery), or by registered mail, return receipt requested, addressed
                                         to the parties at their addresses set forth above, or, if to Subtenant, at the Building,
                                         or at such other address as any party may designate upon not less than 10 days’
                                         prior notice given in accordance with this paragraph. Any such communication shall be
                                         deemed delivered when personally delivered, or on the date received or rejected as indicated
                                         by the receipt if sent by overnight courier or by the return receipt if sent by mail.



 


		10.	This
                                         Agreement shall be construed and governed by the laws of the Commonwealth of Massachusetts,
                                         without regard to principles of conflicts of laws.



 


		11.	Landlord’s
                                         rights and remedies under this Agreement shall be in addition to every other right or
                                         remedy available to it under the Lease, at law, in equity or otherwise, and Landlord
                                         shall be able to assert its rights and remedies at the same time as, before, or after
                                         its assertion of any other right or remedy to which it is entitled without in any way
                                         diminishing such other rights or remedies. Nothing contained herein shall be deemed to
                                         diminish or relieve the Tenant of its primary responsibility and liability under the
                                         Lease. The invalidity or unenforceability of any provision of this Agreement shall not
                                         impair the validity and enforceability of any other provision of this Agreement.



 


		12.	This
                                         Agreement shall bind and inure to the benefit of the parties and their respective successors
                                         and assigns, except as provided in Paragraph 6 (ii) above and except that it shall not
                                         inure to the benefit of any successor or assign of Tenant or Subtenant whose status was
                                         acquired in violation of the Lease and/or this Agreement.



 



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		13.	Tenant
                                         and Subtenant each represents that it is duly authorized to execute and deliver this
                                         Agreement, and that it has full power and authority to enter into this Agreement.



 


		14.	Tenant
                                         and Subtenant, jointly and severally, indemnify Landlord against, and hold it harmless
                                         from, all costs, damages and expenses, including reasonable attorneys’ fees and
                                         disbursements, arising out of any claims for brokerage commissions, finders’ fees
                                         or other compensation in connection with the Sublease or procuring possession of the
                                         Premises. Tenant and Subtenant, at their sole expense, may defend any such claim with
                                         counsel reasonably acceptable to Landlord and settle any such claim at their expense;
                                         however, any stipulation, settlement agreement, consent order, judgment or decree entered
                                         into in connection therewith (collectively, “Settlement Agreements”)
                                         shall be subject to the prior written approval of the Landlord in all respects, which
                                         approval shall not be unreasonably withheld, conditioned or delayed, so long as the Settlement
                                         Agreements do not impose any obligations or liability on the part of Landlord. The provisions
                                         of this paragraph 14 shall survive the expiration or earlier termination of the Lease
                                         and/or the Sublease.



 


		15.	Tenant
                                         and Subtenant, jointly and severally, indemnify Landlord against, and hold it harmless
                                         from any and all losses, costs, expenses, claims and liabilities including, but not limited
                                         to, reasonable counsel fees, arising from the use, occupancy, conduct or management of
                                         the Premises by Subtenant, or its agents, employees, contractors, representatives, invitees
                                         or visitors, or Subtenant’s business activities therein. If any action or proceeding
                                         is brought against Landlord by reason of any such claim, Subtenant and/or Tenant, upon
                                         written notice from Landlord, shall, at Tenant’s or Subtenant’s sole cost
                                         and expense, as the case may be, resist or defend such action or proceeding using counsel
                                         reasonably approved by Landlord; however, the Settlement Agreements entered into in connection
                                         therewith shall be subject to the prior written approval of the Landlord in all respects,
                                         which approval shall not be unreasonably withheld, conditioned or delayed, so long as
                                         the Settlement Agreements do not impose any obligations or liability on the part of Landlord.
                                         The provisions of this paragraph 15 shall survive the expiration or earlier termination
                                         of the Term of the Sublease and/or the Lease. The indemnity and any right granted to
                                         Landlord pursuant to this paragraph shall be in addition to, and not in limitation of,
                                         Landlord’s rights under the Lease.



 


		16.	In
                                         no event shall the Sublease be modified, amended or supplemented, or shall the Sublease
                                         or the rights of Subtenant thereunder be assigned or sub-sublet, without the prior written
                                         consent of the Landlord in each instance. If Tenant or Subtenant desires Landlord’s
                                         consent to any such action it must specifically and separately request such consent.
                                         Tenant shall give Landlord prompt written notice if the Sublease terminates prior to
                                         the expiration of its stated Term.



 


		17.	Neither
                                         the execution and delivery of this Agreement or the Sublease, nor any acceptance of rent
                                         or other consideration from Subtenant by Landlord or Landlord’s agent shall operate
                                         to waive, modify, impair, release or in any manner affect Tenant’s liabilities
                                         and obligations under the Lease or Subtenant’s liabilities and obligations under
                                         the Sublease.



 



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		18.	If
                                         there shall be any conflict or inconsistency between the terms, covenants and conditions
                                         of this Agreement and the Sublease, then the terms, covenants and conditions of this
                                         Agreement shall prevail. If there shall be any conflict or inconsistency between the
                                         terms, covenants and conditions of this Agreement and the Lease, then the provisions
                                         of this Agreement shall prevail.



 


		19.	Each
                                         of the parties hereby irrevocably and unconditionally waives its right to a jury trial
                                         in any cause of action arising out of, or relating to, this Agreement. All disputes arising,
                                         directly or indirectly, out of or relating to this Agreement, and all actions to enforce
                                         this Agreement, shall be dealt with and adjudicated in the state courts of the Commonwealth
                                         of Massachusetts or the federal courts for the Commonwealth of Massachusetts and for
                                         that purpose each party hereby expressly and irrevocably submits itself to the jurisdiction
                                         of such courts. To the maximum extent permitted under applicable law, this consent to
                                         personal jurisdiction shall be self-operative and no further instrument or action, shall
                                         be necessary in order to confer jurisdiction upon it in any such court



 


		20.	Tenant
                                         agrees to pay, upon demand, Landlord’s reasonable out-of-pocket fees and disbursements
                                         incurred in connection with and related to the preparation and execution of this Agreement.



 


		21.	Signage.
                                         Reference is hereby made to the following:



 


		(a)	Monument
                                         Signage.



 


		(i)	The
                                         last sentence of Section 12.2 of the Lease, which states:



 


“The
right to the Monument Sign granted pursuant to this Section 12.2 is personal to Tenant, and may not be exercised by any occupant,
subtenant, or other assignee of Tenant, other than an Affiliated Entity”; and


 


		(ii)	Section
                                         23 of the Sublease, which states:



 


“Subject
to the consent of Overlandlord, during the Term, Subtenant shall be allowed to list its name or logo on all listings currently
listing the name or logo of Sublandlord (including, without limitation, the Monument Sign), at Subtenant’s sole cost and
expense; provided, however, that Sublandlord shall bear the cost of restoring Sublandlord’s name and logo at the end of
the Term.”


 



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Notwithstanding
the provisions of Section 12.2 of the Lease, Landlord hereby agrees that, upon written request from Tenant, Landlord will, during
the Term of the Sublease, replace Tenant’s signage on the Monument Sign with signage identifying Subtenant, subject to the
following: (x) such replacement signage shall be subject to Landlord’s consent, which consent shall not be unreasonably
withheld, conditioned or delayed, provided that Subtenant’s Monument Sign is similar to Tenant’s existing Monument
Sign, (y) Landlord shall have the right, upon ten (10) business days’ prior written notice to Tenant and Subtenant and for
any reason, to deny Subtenant the right to replace Tenant’s signage on the Monument Sign, in which event, Landlord shall,
upon commencement of the term of the Sublease, remove Tenant’s Monument Sign (if Landlord gives such notice prior to the
installation of Subtenant’s Monument Sign), or Landlord shall, within ten (10) business days’ of such notice, remove
Subtenant’s Monument Sign (if Landlord gives such notice after the installation of Subtenant’s Monument Sign), and
(z) Tenant and Subtenant shall be jointly responsible for the cost of any such removal and/or replacement of Tenant’s and/or
Subtenant’s Monument Signage and shall, within thirty (30) days of demand, pay such cost to Landlord.


 


		(b)	Other
                                         Signage. Subject to the consent of Landlord, during the Term of the Sublease, Landlord
                                         shall, at Subtenant’s sole cost and expense, replace Tenant’s currently existing
                                         signage in the common areas of the Building, other than the Monument Signage, with similar
                                         signage identifying Subtenant; provided, however that Tenant shall bear the cost of restoring
                                         Tenant’s name and logo on such signage at the end of the Term of the Sublease.



 


		22.	Reference
                                         is made to Sections 2 through 6 of Exhibit 3 to the Lease. Landlord agrees that the provisions
                                         of Exhibit 3 to the Lease (including, without limitation, payment of the Allowance) shall
                                         apply to the Initial Alterations to be performed by Subtenant under the same terms and
                                         conditions as if the Initial Alterations were being performed by Tenant, provided that
                                         Landlord shall have no obligation to deal directly with Subtenant or its contractors
                                         in connection with the payment of the Allowance, the parties hereby agreeing and acknowledging
                                         that Landlord shall make payments on account of the Allowance directly to Tenant, who
                                         then shall be required to pay to Subtenant any such amounts received by Tenant from Landlord.



 


		23.	This
                                         Agreement may be executed in counterparts, each of which shall be deemed an original,
                                         and all such counterparts shall together constitute one and the same instrument. This
                                         Agreement shall be effective upon execution and delivery by all of the parties hereto.



 


Executed
as an instrument under seal as of the date and year set forth above.


 


[Signatures
on the following two pages]


 




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Please
acknowledge your agreement to the terms and conditions of this Agreement by signing this Agreement where indicated below and returning
it to the Landlord.


 


	Very
    truly yours,	 
	 	 
	JAMESTOWN
    PREMIER 245
    FIRST, LLC,	 
	a
    Delaware limited liability company	 
	 	 
	By:	/s/
    Renee T. Bergerun	 
	 	Name: 	Renee
    T. Bergerun	 
	 	Title:	VP	 
	 	 	 	 
	HORIZON
    DISCOVERY INC.,	 
	a Delaware
    corporation	 
	 	 
	By:	/s/
    Jeb Ledell	 
	 	Name:	Jeb Ledell	 
	 	Title:	 COO	 
	 	Hereunto
    duly authorized	 
	 	 	 	 
	COMPASS
    THERAPEUTICS LLC,	 
	a Delaware
    limited liability company	 
	 	 
	By:	/s/
Errik Anderson	 
	 	Name:	Errik Anderson	 
	 	Title:	President + COO	 
	 	Hereunto
    duly authorized	 



 



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CONFIRMATION
OF GUARANTY


 


The
undersigned, as Guarantor of the above-referenced Lease pursuant to a Guaranty dated as of November 9, 2015, hereby acknowledges
and agrees that the term “Lease” as defined in said Guaranty shall mean the above-referenced Lease, and hereby consents
to the Sublease and confirms and agrees that said Guaranty shall remain in full force and effect in accordance with the terms
thereof with respect to the Lease and the Sublease.


 


EXECUTED
UNDER SEAL as of the date first above written.


 


	 	HORIZON
    DISCOVERY GROUP, PLC,
	 	a United
    Kingdom corporation
	 	 	 
	 	By:	/s/
    Jeb Ledell
	 	 	Name: 	Jeb
    Ledell
	 	 	Title:	COO
	 	 	Hereunto
    duly authorized


 




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Exhibit
A


 


Sublease


 


See
attached.


 




     


     


    

 


SUBLEASE
AGREEMENT


 


This
Sublease Agreement (this “Sublease”), made as of the 27th day of July, 2016, by and between HORIZON DISCOVERY
INC., a Delaware corporation, as sublandlord (hereinafter referred to as “Sublandlord”), and COMPASS THERAPEUTICS
LLC, a Delaware limited liability company, as subtenant (hereinafter referred to as “Subtenant”);


 


W
I T N E S S E T H:


 


WHEREAS,
by an Indenture of Lease, dated November 9, 2015 (the “Overlease”). JAMESTOWN PREMIER 245 FIRST, LLC, a Delaware
limited liability company (hereinafter referred to as “Overlandlord”) leased to Sublandlord, as lessee, (i)
the space containing approximately 22,581 rentable square feet of space on the third floor of the Science Building (as defined
in the Overlease) and defined in the Overlease as the “Principal Premises” and having an address at 245 First Street,
Cambridge, Massachusetts 02142, (ii) the space containing approximately 4,339 rentable square feet of storage space on the third
floor of the Science Building and defined in the Overlease as the “Storage Premises”, and (iii) the space containing
approximately 160 rentable square feet of space on the first floor of the Science Building and defined in the Overlease as the
“PH System Premises”, each as more specifically described in the Overlease (collectively, the “Lease Premises”),
upon and subject to the terms and conditions set forth in the Overlease; and


 


WHEREAS,
effective on February 1, 2017 (the “Commencement Date”), Subtenant desires to sublet the entire Lease Premises
(the “Sublease Premises”) from Sublandlord and Sublandlord desires to sublet the entire Sublease Premises to
Subtenant upon the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, the parties hereto, for themselves, their successors and assigns, mutually covenant and agree as follows:


 


1.
Capitalized Terms. Any capitalized terms not otherwise defined in this Sublease shall have the respective meanings ascribed
thereto in the Overlease.


 


2.
Demise. Effective on the Commencement Date, Sublandlord does hereby sublease to Subtenant, and Subtenant does hereby sublease
from Sublandlord, for the Term (as defined below) and upon the conditions hereinafter provided, the Sublease Premises. Subtenant
shall have the right as appurtenant to the Sublease Premises to use the Common Areas as set forth in and subject to Section 1.3(a)
of the Overlease.


 


3.
Rooftop Premises and Equipment. During the Term, Subtenant shall have the right to use the Rooftop Premises for the installation
of certain equipment purchased and installed by, or on behalf of, Subtenant in accordance with the terms of the Overlease (any
equipment installed within the Rooftop Premises by Subtenant, as the same may be modified, altered or replaced during the Term,
is collectively referred to herein as “Subtenant’s Rooftop Equipment”). Subtenant’s Rooftop Equipment
may include supplemental HVAC equipment, antennas, satellite dishes and equipment related thereto. Subtenant’s use of the
Rooftop Premises and installation of Subtenant’s Rooftop Equipment shall be subject to the terms and conditions set forth
in Section 1.3(c) of the Overlease, including without limitation Overlandlord’s approval rights with respect to Subtenant’s
Rooftop Equipment.


 



     


     


    

 


4.
Generator. Subtenant shall have the right to use the Generator throughout the Term, on the terms and conditions set forth
in Section 1.3(d) of the Overlease (as incorporated herein by reference).


 


5.
Parking. Subtenant shall have the right to use the Parking Spaces throughout the Term, on the terms and conditions set
forth in Section 1.3(b) of the Overlease (as incorporated herein by reference). Notwithstanding anything in Section 1.3(b) of
the Overlease (as incorporated herein by reference) to the contrary, Subtenant shall have no right to hypothecate, encumber, sublet,
assign or otherwise transfer the Parking Spaces other than to employees of Subtenant occupying the Sublease Premises without Sublandlord’s
consent, which may be withheld in Sublandlord’s sole and absolute discretion.


 


6.
Condition of the Sublease Premises. Subtenant represents that it has thoroughly examined the Sublease Premises and that,
on the Commencement Date, the same shall be accepted by Subtenant in their “as-is”, “where-is” condition
existing on the Commencement Date.


 


7.
FF&E. During the Term, Sublandlord shall provide Subtenant the use of the existing furniture, fixtures and equipment
owned by Sublandlord, located in the Sublease Premises and described in Exhibit A attached hereto (the “FF&E”),
without additional charge. Such FF&E shall be delivered to Subtenant in its then “as-is” condition, without representation
of warranty or merchantability. Sublandlord has no obligation to perform any work or maintenance thereon. Subtenant shall not
remove such FF&E from the Sublease Premises without the approval of Sublandlord, in its sole and absolute discretion, and
shall surrender such FF&E in its condition as of the Commencement Date, reasonable wear and tear excepted, to Sublandlord
at the end of the Term with the Sublease Premises. Subtenant shall maintain the FF&E at all times in good working order and
in substantially the manner in which such FF&E is maintained by Sublandlord as of the Commencement Date, including without
limitation by timely performing, at Subtenant’s cost, all inspections and scheduled maintenance thereof as may be required
or reasonably necessary. Subtenant shall keep in force throughout the Term insurance coverage protecting such FF&E against
loss or damage in an amount equal to the full replacement value thereof.


 



    2


     


    

 


8.
Term and Surrender. The term of this Sublease (“Term”) shall commence on the Commencement Date and shall
end on January 31, 2019, or on such earlier date upon which said Term may expire or be terminated pursuant to any of the conditions
or limitations or other provisions of this Sublease or pursuant to law (which date for the termination of the term hereof shall
hereafter be called the “Termination Date”). Upon the expiration or earlier termination of the Term, Subtenant
shall (i) peaceably quit and surrender to Sublandlord the Sublease Premises (including without limitation all fixed lab benches,
fume hoods, electric, plumbing, heating and sprinkling systems, fixtures and outlets, vaults, paneling, molding, shelving, radiator
enclosures, cork, rubber, linoleum and composition floors, ventilating, silencing, air conditioning, cooling equipment, Alterations
(unless (A) Sublandlord has conditioned its approval of the same upon Subtenant’s removing the same from the Sublease Premises
upon the expiration or earlier termination of the Term), or (B) Overlandlord has conditioned its approval of the same upon Sublandlord’s
removing the same from the Lease Premises upon the expiration or earlier Termination of the term of the Overlease, any such Alterations
described in this parenthetical, the “Removal Alterations”), Tenant’s Work, Tenant’s Property and FF&E
therein) broom clear, in good order, repair and condition (but not a lesser condition than existing as of the Commencement Date)
excepting only ordinary wear and tear and damaged by fire or other insured Casualty, (ii) remove all of Subtenant’s furniture,
equipment, fixtures, Subtenant’s Rooftop Equipment, Removal Alterations and property of every kind, nature and description
related to or arising out of Subtenant’s subleasehold estate hereunder which may be in or upon the Sublease Premises or
the Building (collectively, “Subtenant’s Property”), and (iii) repair any damages to the Sublease Premises or
the Building caused by the installation or removal of Subtenant’s Property, ordinary wear and tear excepted. Subtenant shall
(i) prior to the expiration of this Sublease (or within thirty (30) days after any earlier termination), clean all interior surfaces
(including without limitation floors, walls, ceilings, and counters), piping, supply lines, waste lines, acid neutralization systems
and plumbing in and/or exclusively serving the Sublease Premises, and all exhaust or other ductwork in and/or exclusively serving
the Sublease Premises, in each case which has carried or released or been contacted by any Hazardous Materials or other chemical
or biological materials used in the operation of the Sublease Premises, and shall otherwise clean the Sublease Premises so as
to permit the Surrender Plan to be issued, and (ii) at least thirty (30) days prior to the expiration of the Term (or, if applicable,
within five (5) business days after any earlier termination of this Sublease based upon Subtenant’s default or ten (10)
business days after any earlier termination of this Sublease for any reason other than Subtenant’s default), deliver to
Sublandlord a Surrender Plan, as described and upon the terms and conditions set forth in Section 21.1(b) of the Overlease. Subtenant
shall further, upon Sublandlord’s election, perform with respect to the Sublease Premises any decommissioning activities
set forth in Section 21 of the Overlease. Subtenant’s obligations under this paragraph 8 shall survive the Term.


 


9.
Subtenant Obligations:


 


(a)
From and after the Commencement Date and for
the duration of the Term, except to the extent expressly provided herein to the contrary, Subtenant shall assume all of the liabilities
and perform all of the obligations of the “Tenant” under or in connection with the Overlease arising or accruing on
or after the Commencement Date and during the duration of the Term (collectively, the “Assumed Liabilities”),
including without limitation (i) satisfaction of any other financial obligations of “Tenant” under the Overlease,
including without limitation payment of Base Rent (Premises), Base Rent (Storage Premises), Base Rent (PH System Premises) (collectively,
“Base Rent”), parking fees, Property Management Fee Rent and all Additional Rent (all of the foregoing financial
obligations, including without limitation Base Rent, collectively, “Rent”), Subtenant to pay all Rent to Sublandlord
in cash or other immediately available funds pursuant to such instructions as Sublandlord may furnish from time to time, no later
than three (3) business days before payment of any such amounts is due under the Overlease, unless and until Sublandlord instructs
Subtenant otherwise in writing), (ii) maintenance of the Sublease Premises and any improvements constructed thereon, (iii) indemnifications
and other obligations with respect to environmental conditions in, on or about the Sublease Premises, arising on or after the
Commencement Date (and, to the extent arising out of Subtenant’s use or occupancy of the Lease Premises prior to the Commencement
Date, before the Commencement Date), and (iv) obtaining and maintaining all insurance types and coverages required of the “Tenant”
under the Overlease (all insurance policies to name Overlandlord and Sublandlord as additional insureds thereunder). Without limitation
of the foregoing, beginning on the Commencement Date, Subtenant will, at its own expense, pay and discharge all costs and charges
for electricity, gas, water, sewer and garbage collection, telephone furnished and all other utilities in connection with or for
the use of the Sublease Premises, or any part of it, during the Term including the making of deposits with the proper authorities
or persons in order to secure such services. As of the Commencement Date, if any utility services are being furnished to the Sublease
Premises from accounts that are in the name of Sublandlord, Subtenant shall promptly commence, and use its best efforts, to change
such service accounts with the proper authorities or persons into the name of Subtenant. Subject to the immediately preceding
sentence, within ten (10) business days after written demand by Sublandlord, Subtenant shall promptly furnish Sublandlord with
satisfactory evidence of the timely and proper payment and discharge of all such utility fees and charges. Notwithstanding anything
to the contrary in this Sublease, if for any reason any of the utilities referenced above are unavailable, discontinued, terminated,
broken or the like, it shall not be a default by Sublandlord under this Sublease, nor shall Sublandlord be liable to Subtenant
for any damages, costs, or expenses in connection therewith, nor shall Tenant be allowed to reduce, withhold, or abate any payment
of Rent.


 



    3


     


    

 


(b)
Subtenant shall indemnify, defend and hold harmless
Sublandlord from and against any claims, actions, damages, liabilities or expenses, including without limitation injury to or
death of any person or damage to any property and any reasonable attorney’s fees and court costs, arising from, by reason
of or out of the Assumed Liabilities or otherwise in connection with Subtenant’s use or occupancy of the Property (whether
before, on or after the Commencement Date), including without limitation any claim of any kind whatsoever by reason of any alleged
or actual breach or default of Sublandlord under the Overlease. Subtenant shall also pay all costs, expenses and legal fees that
may be incurred or paid by Sublandlord in enforcing the terms, covenants and conditions of this Sublease.


 


(c)
If Subtenant holds over (which term shall include,
without limitation, the failure of Subtenant to surrender the Sublease Premises in the condition required by paragraph 8 of this
Sublease) after the end of the Term, Subtenant shall be deemed a tenant-at-sufferance subject to the provisions of this Sublease;
provided that, whether or not Sublandlord has previously accepted payments of Rent from Sublandlord, (i) Subtenant shall pay at
the Hold Over Percentage of the Base Rent, at the highest rate of Base Rent payable during the Term, (ii) Subtenant shall continue
to pay to Sublandlord all Additional Rent, and (iii) Subtenant shall be liable for all damages, including without limitation lost
business and consequential damages, incurred by Sublandlord as a result of such holding over, Subtenant acknowledging that the
damages which Sublandlord may suffer as the result of Subtenant’s holding over cannot be determined as of the date of this
Sublease. Nothing contained herein shall grant Subtenant the right to hold over after the Term.


 


(d)
If it is determined pursuant to an audit or reconciliation
of Overlandlord’s books and records by Overlandlord and/or Sublandlord that any amount of Additional Rent billed to or paid
by Subtenant was incorrect, (x) if the determination is that Subtenant underpaid the amount of Additional Rent, Subtenant shall
pay Sublandlord the deficiency within five (5) days after Sublandlord provides written notice of such determination, or (y) if
the determination is that Subtenant overpaid the amount of Additional Rent, Sublandlord shall refund or credit such overpayment
(less Sublandlord’s costs incurred in connection with such audit) to Subtenant within five (5) days after and to the extent
that Sublandlord receives the same from Overlandlord. Sublandlord agrees to enforce any such audit rights under the Overlease
at the request and expense of Subtenant.


 



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10.
Terms of Overlease.


 


(a)
Except as expressly otherwise provided in this Sublease and except to the extent that they are otherwise expressly modified or
eliminated by the terms of this Sublease, as between the parties hereto, all of the terms, provisions, covenants and conditions
of the Overlease are incorporated herein by reference and hereby made a part of this Sublease. However, for purposes of such incorporation
by reference, all references to Landlord and Tenant shall be deemed references to Sublandlord and Subtenant, respectively, (provided,
however, that “Landlord” shall not be deemed to refer to Sublandlord where the context requires “Landlord”
to refer to Overlandlord and not Sublandlord in order to be consistent with the express terms and conditions of this Sublease,
including without limitation with respect to provision of the services described in Section 9 of the Overlease), all references
to the Premises, the Principal Premises the Storage Premises and/or the PH Systems Premises shall be deemed references to the
Sublease Premises hereunder, all references to the term of the Overlease shall be deemed references to the Term of this Sublease
and all references to “Exhibit 7” shall be deemed references to Exhibit C attached hereto. Sublandlord shall give
Subtenant, within two (2) business days following Sublandlord’s receipt of the same, written notices of any kind, including
default notices, received by Sublandlord with respect to the Sublease Premises. Subtenant shall be entitled to the same notice
and cure periods as Sublandlord is afforded under the Overlease; provided, that, in the event Subtenant receives from Sublandlord
any notice to cure any non-monetary default hereunder or under the Overlease for which Subtenant is responsible, which notice
is based on a notice sent to Sublandlord by Overlandlord pursuant to the Overlease, Subtenant shall cure such condition on or
prior to the later of (a) seven (7) days following Subtenant’s receipt of notice from Sublandlord; or (b) three (3) days
prior to the time required of Sublandlord by Overlandlord for the cure thereof. For all monetary defaults hereunder or under the
Overlease for which Subtenant is responsible and for which Subtenant has received notice regarding such default, Subtenant shall
cure such condition on or prior to three (3) days following receipt of notice. Sublandlord shall have all of the rights of the
Overlandlord under the Overlease as against Subtenant and, as between the parties hereto, Subtenant agrees to observe and perform
all of the terms, covenants and conditions on Sublandlord’s part to be observed and performed under the Overlease to the
extent incorporated herein. Any right of Overlandlord of access or inspection and any right of Overlandlord to do work in the
Lease Premises demised under the Overlease or in the Science Building and any right of Overlandlord in respect of changing the
name and/or address of the Science Building and any right of Overlandlord in respect of rules and regulations shall be deemed
to inure to the benefit of Sublandlord, Overlandlord, and any other person intended to be benefited by said provision, for the
purpose of incorporation by reference in this Sublease. Sublandlord hereby agrees that without first obtaining Subtenant’s
written consent thereto, Sublandlord shall not enter into any modification of the Overlease or breach, default or fail to perform
any obligation of Sublandlord under the Overlease (except for such obligations assumed by Subtenant hereunder or for which Sublandlord
has otherwise been relieved of responsibility pursuant to this Sublease) which would result in a change in the rights, obligations
and liabilities of, and/or services provided to Subtenant hereunder, or any termination of the Overlease.


 



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(b)
The following provisions of the Overlease are expressly not incorporated into this Sublease: Section 1.2, the first sentence
of the second paragraph of Section 1.3(b) (only commencing with “other than to” until the end of the sentence), the
last sentence of Section 1.5, Section 2.2, Section 3, the second sentence of Section 5.3, Section 7.6, the second sentence of
Section 9.2 (provided, however, that, at Subtenant’s request, Sublandlord shall request the back-up documentation described
in Section 9.2 from Overlandlord), Section 9.5, the first sentence of Section 9.6, Section 9.7, Section 10.2, Section 13.1, Section
13.3 the second sentence of Section 13.6, Section 13.7, Section 14.7, Section 15.1, Section 15.2(b), any right of Subtenant to
terminate this Sublease that would arise out of the incorporation of Section 15.2(c), the last sentence of Section 19.1, Section
20.4, Section 20.9, Section 21.3, Section 21.1(a), Section 21.1(b), Section 22.1, Section 25.3, the first sentence of Section
25.9, any provision of Section 25.9 that would limit Subtenant’s liability for consequential or incidental damages or for
lost profits in connection with this Sublease to the extent that Subtenant may be liable for consequential or incidental damages
or for lost profits pursuant to the express terms of the Overlease (as incorporated herein by reference) or this Sublease, Exhibit
3, Exhibit 5, Exhibit 7, Exhibit 11 and Exhibit 12. Any references to “Base Rent” in the included provisions are for
definitional purposes only and nothing contained herein shall obligate Subtenant to pay both the Base Rent as under the Overlease
documents, and as required in this Sublease. Subtenant acknowledges that it has reviewed the Overlease attached hereto and made
a part hereof as Exhibit B, and that it is familiar with the contents thereof.


 


(c)
Subtenant covenants and agrees that it shall neither do nor permit anything to be done which would cause a default under the Overlease,
or termination or forfeiture by reason of any right of termination or forfeiture, reserved or vested in the Overlandlord under
the Overlease, and Subtenant shall indemnify, defend and hold Sublandlord harmless from and against all claims of any kind whatsoever
by reason of breach or default on the part of Subtenant, or termination or forfeiture which is the consequence of any such breach
or default.


 


(d)
Notwithstanding anything to the contrary set forth in Section 4.4 of the Overlease, as incorporated herein by reference, Sublandlord
shall use commercially reasonable efforts to afford Subtenant the benefit of any MWRA Permit previously secured by Overlandlord
or Sublandlord in connection with the Lease Premises to the fullest extent permitted by applicable law; provided, however, that
Subtenant shall, on and after February 1, 2018 and for the duration of the Term, be required to obtain and maintain an MWRA Permit
with respect to the Sublease Premises issued to Subtenant.


 



    6


     


    

 


11.
Tenant’s Work and Allowance. Subtenant shall promptly develop plans for completion of the Tenant’s Work (“Subtenant’s
Plans”), as more particularly described in Exhibit 3 of the Overlease, and shall, on or before April 30, 2017, submit Subtenant’s
Plans to Sublandlord for its consent (“Sublandlord’s Consent”), which may be withheld in Sublandlord’s
sole and absolute discretion, and to Overlandlord for its consent in accordance with the Overlease. Subject to receipt of Sublandlord’s
Consent, prior to February 1, 2018, Subtenant shall perform to completion the Tenant’s Work in accordance with the Overlease
and Subtenant’s Plans (as approved by Sub landlord). Subtenant acknowledges that its failure to complete Subtenant’s
Plans prior to February 1,2018, will result in Subtenant’s and Sublandlord’s forfeiture of their rights to use the
Allowance, whether set forth in the Overlease or in this Sublease. Sublandlord’s sole obligations in connection with completion
of the Tenant’s Work shall be to, following Subtenant’s request and following Subtenant’s submission of a Requisition
to Sublandlord and Overlandlord and completion of any and all other prerequisites to Sublandlord’s receiving any disbursement
of the Allowance set forth in Exhibit 3 to the Overlease, (i) exercise its right to receive the portion of the Allowance corresponding
to such Requisition, and (ii) assign to Subtenant for the purpose of completing the Tenant’s Work such portion of the Allowance
as Sublandlord receives from Overlandlord. Sublandlord shall have the right, from time to time and upon reasonable notice to Subtenant,
to enter into the Sublease Premises for the purposes of inspecting the Tenant’s Work and evaluating whether Subtenant is
performing the Tenant’s Work in accordance with its obligations set forth herein and in the Overlease; provided, however,
that Sublandlord shall not unreasonably interfere with Subtenant’s business or performance of the Tenant’s Work when
undertaking such inspections and evaluations.


 


12.
Letter of Credit. Within five (5) business days after Subtenant and Sublandlord’s receipt of Overlandlord’s
consent to this Sublease as set forth in Paragraph 25, Subtenant shall deliver a letter of credit to the Sublandlord on the same
terms and conditions set forth in Section 7 of the Overlease; provided, however, that (i) such letter of credit delivered by Subtenant
pursuant to this Sublease shall be in the amount of One Hundred Twelve Thousand Forty-Six and 92/100 Dollars ($112,046.92) for
the duration of the Term, (ii) shall name Sublandlord as the beneficiary, and (iii) notwithstanding anything in Section of the
Overlease (as incorporated herein by reference) to the contrary, Subtenant shall not have any right to deliver to Sublandlord
cash as a security deposit in satisfaction of its obligations set forth in this paragraph 12.


 


13.
Overlandlord’s Services and Obligations under the Overlease. Notwithstanding anything in this Sublease to the contrary,
Subtenant agrees that Sublandlord shall not be obligated to furnish for Subtenant any services of any nature whatsoever, including,
without limitation, climate control, elevator service, cleaning services, security, electrical energy and miscellaneous power
services, water and other public utilities and construction of any improvements at the Sublease Premises, or to perform any of
Overlandlord’s obligations under the Overlease. Should Overlandlord default on Overlandlord’s obligations as under
the Overlease, any recovery obtained against Overlandlord in connection with Overlandlord’s default under the Overlease
or any abatement, credit, set-off or offset, to the extent it relates to an obligation of Overlandlord accruing during the Term
(but not before or after) which is, by the provisions of this Sublease, intended to benefit Tenant and/or the Sublease Premises,
shall be the property of Subtenant and Subtenant shall have the right to any such abatement, credit, set-off or offset to the
extent paid over to Sublandlord by Overlandlord. If at any time during the Term Overlandlord shall default in any of its obligations
under the Overlease to furnish facilities, services or utilities or to make repairs to the Sublease Premises, then, upon Sublandlord’s
receipt of written notice from Subtenant specifying such default, Sublandlord shall, at Subtenant’s sole cost and expense,
use its reasonable efforts to cause Overlandlord to cure such default. Upon the written request of Subtenant, Sublandlord shall
make a written demand upon Overlandlord to fulfill its obligations under the Overlease, which shall constitute reasonable efforts
to cause Overlandlord to cure such default. If following the making of such demand and the expiration of any grace period expressly
granted to Overlandlord under the Overlease, if any, Overlandlord shall fail to perform its obligations under the Overlease, then
Subtenant shall have the right to require Sublandlord to bring an action or proceeding against Overlandlord to enforce such rights;
provided, however, any action or proceeding instituted by Sublandlord against Overlandlord to enforce such rights shall be conducted
solely at the expense of Subtenant which expenses shall be payable in advance upon account and subject to Subtenant’s prior
written approval, and Subtenant shall indemnify, defend and hold harmless Sublandlord from and against any and all costs arising
out of or in connection with such action or proceeding.


 



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14.
Sublandlord’s Approval of the Subtenant’s Alterations and Improvements. Notwithstanding anything to the contrary
set forth in the Overlease as incorporated herein by reference, except as otherwise explicitly set forth herein, Subtenant shall
not make any alterations, installments, removals, additions or improvements to any part of the Sublease Premises without Sublandlord’s
consent, which may be withheld in Sublandlord’s sole and absolute discretion, whether or not Overlandlord has granted its
approval. Nothing in this Sublease shall be construed as an agreement that Sublandlord has any obligation to perform any alterations,
installments, removals, additions or improvements for Subtenant whatsoever.


 


15.
Assigning and Subletting. Subtenant covenants and agrees that neither this Sublease nor the Term hereof and leasehold hereby
granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, voluntarily,
by operation of law or otherwise, and that neither the Sublease Premises, nor any part thereof will be encumbered in any manner
by reason of any act or omission on the part of Subtenant, or used or occupied, or permitted to be used or occupied, or utilized
for desk space or for mailing privileges, by anyone other than Subtenant, or for any use or purposes other than as permitted hereunder,
or be sublet or offered or advertised for subletting (any of the foregoing transfers set forth in this paragraph 15, a “Transfer”!
without the prior written consent of Sublandlord, which consent may be withheld in Sublandlord’s sole and absolute discretion,
and Overlandlord, in each instance. A transfer or series of transfers whereby fifty percent (50%) or more of the equity interests
of Subtenant are, or voting control is, transferred from a person or persons or entity or entities which were owners thereof upon
the date hereof to persons or entities who were not owners of such equity interests of Subtenant upon the date hereof shall constitute
a Transfer-requiring Sublandlord’s consent as set forth in this paragraph 15.


 


16.
Notice. Any and all communications delivered hereunder shall be in writing and delivered or served in accordance with Section
24 of the Overlease addressed as follows: if to Overlandlord: as provided in the Overlease; if to Sublandlord: Horizon Discovery
Inc., 8100 Cambridge Research Park, Waterbeach, Cambridge, CB25 9TL, United Kingdom, Attention: Corporate Counsel; and if to Subtenant:
Compass Therapeutics LLC, 245 First Street, Third Floor, Cambridge, MA 02142, Attention: Errik B. Anderson, COO and President,
with a copy to Foley Hoag LLP, 155 Seaport Boulevard, Boston, Massachusetts 02210, Attn: Robert L. Birnbaum, Esq., or to such
other address and attention as any of the above shall notify the others in writing.


 


17.
Successors and Assigns. This Sublease and everything herein contained shall extend to and bind and inure to the benefit
of Sublandlord and its successors and assigns and Subtenant and its heirs, executors, administrators and permitted successors
and assigns. No rights shall inure to the benefit of any assignee, subtenant or occupant unless the provisions of Section 13 of
the Overlease and paragraph 15 of this Sublease are complied with.


 



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18.
Miscellaneous. Neither Sublandlord nor any agent or representative of Sublandlord has made or is making, and Subtenant
in executing and delivering this Sublease is not relying upon, any warranties, representations, promises or statements whatsoever,
except to the extent expressly set forth in this Sublease. All understandings and agreements, if any, heretofore had between the
parties are merged into this Sublease, which alone fully and completely expresses the agreement of the parties. No surrender of
possession of the Sublease Premises or of any part thereof or of any remainder of the term of this Sublease shall release Subtenant
from any of its obligations hereunder unless accepted by Sublandlord in writing. The receipt and retention by Sublandlord of Rent
from anyone other than Subtenant shall not be deemed a waiver of the breach by Subtenant of any covenant, agreement, term or provision
of this Sublease, or as the acceptance of such other person as a tenant, or as a release of Subtenant from the covenants, agreements,
terms, provisions and conditions herein contained. The receipt and retention by Sublandlord of Rent with knowledge of the breach
of any covenant, agreement, term, provision or condition herein contained shall not be deemed a waiver of such breach. This Sublease
shall be governed by, and construed in accordance with the laws of the Commonwealth of Massachusetts. This Sublease may not be
extended, renewed, terminated (except as specifically provided in this Sublease), or otherwise modified except by an instrument
in writing signed by the parties hereto and upon receipt of written consent of Overlandlord.


 


19.
Quiet Enjoyment. So long as Subtenant is not in default (beyond any applicable notice and cure period) under this Sublease,
its quiet enjoyment of the Sublease Premises shall not be disturbed or interfered with by Sublandlord or anyone claiming by, through
or under Sublandlord.


 


20.
Sublandlord’s and Overlandlord’s Consent. Whenever Sublandlord’s consent is required under this Sublease,
Sublandlord’s rejection of a request made by Subtenant shall not be deemed unreasonable, in any case, if such rejection
is based on Overlandlord’s rejection of such request.


 


21.
Brokers. Sublandlord and Subtenant each hereby represent and warrant that it has not dealt with any broker in connection
with this Sublease for the Sublease Premises. Each party shall indemnify the other against any cost or liability resulting from
the indemnifying party’s breach of the foregoing representation and warranty.


 


22.
Limitation of Damages. No officer, director, employee or other related party of Sublandlord and no officer, director, employee
or other related party of Subtenant shall be personally liable for any judgment or deficiency hereunder. In no event shall Sublandlord
be liable to Subtenant for any lost profit, damage to or loss of business or any form of special, indirect or consequential damage
hereunder. In no event shall Subtenant be liable to Sublandlord for any lost profit, damage to or loss of business or any form
of special, indirect or consequential damage hereunder. Before filing suit for an alleged default by Sublandlord, Subtenant shall
give Sublandlord and the Mortgagee(s) whom Subtenant has been notified hold mortgages, notice and reasonable time to cure the
alleged default. Without limiting the foregoing, in no event shall Sublandlord or any Mortgagees or Sublandlord related parties
ever be liable for any consequential or incidental damages or any lost profits of Subtenant.


 



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23.
Signage. Subject to the consent of Overlandlord, during the Term, Subtenant shall be allowed to list its name or logo on
all listings currently listing the name or logo of Sub landlord (including, without limitation, the Monument Sign), at Subtenant’s
sole cost and expense; provided, however, that Sublandlord shall bear the cost of restoring Sublandlord’s name and logo
at the end of the Term.


 


24.
Sublandlord Representations and Warranties. Sublandlord hereby represents and warrants to Subtenant that: (i) the Overlease
is in full force and effect; (ii) the copy of the Overlease delivered to Subtenant by Sublandlord and attached hereto as Exhibit
B is a true, correct and complete copy of the Overlease, and the Overlease has not been amended or otherwise modified; (iii) Sublandlord
has not entered into any other contracts assigning or subleasing to any other party its rights with respect to the Premises; and
(iv) Sublandlord has not received any notice of any default by the Sublandlord under the Overlease, which default remains uncured.


 


25.
Overlandlord Consent. This Sublease is subject to the approval of the Overlandlord pursuant to the Overlease Following
the execution and delivery hereof, Sublandlord will promptly submit this Sublease to Overlandlord for such consent. If such consent
is not received by Sublandlord within sixty (60) days after the date hereof, Sublandlord shall promptly notify Subtenant of that
fact, whereupon either Sublandlord or Subtenant may by written notice given within five (5) days of Sublandlord’s notice,
cancel this Sublease by notice to the other and, if such consent has not been received prior to the cancellation date specified
in such notice, this Sublease and the Term shall terminate and expire on the cancellation date set forth in said notice, and neither
party shall have any further obligation or liability to the other party. The Overlandlord’s consent must include the modification
of the Overlease such that Subtenant shall have the benefit of all of paragraph 3, paragraph 4, paragraph 5, paragraph 10(d),
paragraph 11 and paragraph 20 hereof, and Section 9.6, Section 10.2 and Section 14.5 of the Overlease and must be otherwise reasonably
satisfactory in form and substance to Sublandlord and Subtenant.


 


[Signatures
on the following page; remainder of page left intentionally blank]


 




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IN
WITNESS WHEREOF, Sublandlord and Subtenant have duly executed this Sublease, as an instrument under seal, as of the day and year
first above written.


 


	 	SUBLANDLORD:
	 	 
	 	HORIZON
    DISCOVERY INC.
	 	 
	 	By:	/s/
    Jeb Ledell
	 	 	Name:	Jeb
    Ledell
	 	 	Title:	COO
	 	 	 	 
	 	SUBTENANT:
	 	 
	 	COMPASS
    THERAPEUTICS LLC
	 	 
	 	By:	/s/
    Errik Anderson
	 	 	Name:	Errik Anderson
	 	 	Title:	President + COO


 


[Signature
Page to Sublease]


 




     


     


    

 


EXHIBIT
A


 


FF&E


 


Furniture:


 


	LOCATION	 	AREA	 	ASSET
    NO. OR SERIAL	 	DESCRIPTION
    (Fixture, fitting or equipment description)
	Office	 	Cubes	 	1
    though 5	 	6,x6,
    cube with 6,x6, L desk top, overhead cabinets, 1 rolling 2 drawer cab
	Office	 	Cubes	 	6-14,
    16-19, 21, 22, 25-28, 30, 31	 	5'x6'
    cube with 5' desktop and built in cabinets and drawers, 1 rolling 2 drawer cabinet
	Office	 	Cubes	 	20,29	 	5'7'6"
    cube with 6'x5' L desktop and built in cabinets and drawers, and 1 rolling 2 drawer cabinet
	Office	 	Cubes	 	23,
    32	 	9'x6'
    cube with 6' desktop, built in cabinets and drawers and 1 4 drawer file cabinet
	Office	 	Cubes	 	24,
    15	 	12'
    desktop, shared, 1 rolling 2 drawer cabinet
	Office	 	Cubes	 	33-40	 	7'x9'
    cube with 7'x9' L desktop, 9' overhead cabinets, 2 rolling 2 drawer cabinets
	Office	 	Cubes	 	41	 	7'x9'
    cube with 7'x9' L desktop, 9' overhead cabinets, 2 rolling 2 drawer cabinets
	Office	 	Offices	 	301,
    2, 5, 7, 8, and 9	 	6'x6'
    L desktop, 2 rolling 2 drawer cabinets, 36" overhead cabinets 4'x4' white board
	Office	 	Offices	 	303	 	6'
    desk top, 2 36"x30" 2 drawer cabs, 1 3' diameter table, 3 office chairs
	Office	 	Offices	 	304	 	6'
    desk top, 2 36"x30" 2 drawer cabs, 3 office chairs
	Office	 	Offices	 	306	 	5'x8'
    L desk, 2 6' 4 drawer cabinets, 4'x4' white board, 36" overhead cabinets
	Office	 	Hydrogen
    Conference room	 	 	 	4
    2'x6' tables, 1 3'x4' table, 1 lecturn, 1 pull down projector screen, 1 NEC NP1200 projector, 1 auto screen
	Office	 	Sodium
    Conference room	 	 	 	1
    3'x4' table, 1 wall mount monitor, Samsung LN46C530F1FXZA
	Office	 	Oxygen
    Conference room	 	 	 	1
    6'x2' table, 1 wall mount monitor, Samsung LN46C530F1FXZA
	Office	 	Carbon
    Conference room	 	 	 	1
    3'x8' table, 1 Jabra speaker, 1 wall mount monitor, Samsung LN46C530F1FXZA



 


[Signature
Page to Sublease]

 



     


     


    

 


	Office	 	Calcium
    Conference Room	 	 	 	1
    12'3' table, 1 pull down projector screen, 1 Sanyo ProXtra projector, 1 wall mount monitor, Samsung LN46C530F1FXZA, 1 4'x8'
    white board
	Office	 	Common
    areas	 	 	 	5
    4 drawer file cabinets, 1 Canon !PF8100 wide format printer, 1 Galanz dorm fridge, 2 HP 4700N laser printers
	Office	 	Common
    areas	 	 	 	22'
    of wall cabinets, 22' base cabinets, 22' solid surface counter tops
	Office	 	Kitchen	 	 	 	1
    KitchenAid SS french door fridge, 1 KitchenAid SS dishwasher, 1 KitchenAid SS undercabinet fridge
	Office	 	Kitchen	 	 	 	2
    4 slice toasters, 2 Keurig brewers, 2 microwaves, 1 Samsung LN46C530F1FXZA
	Office	 	Kitchen	 	 	 	5
    4' diameter café tables, 20 café chairs, 44' overhead cabinets, 24' base cabinets, 38' solid surface countertop
	Storage	 	Back
    area	 	 	 	10
    rolling 2 drawer cabs, 40' desk top, 2 3' diameter tables, 8 carol dividers, 12 desk chairs, 6 36" file cabs, 2 48"
    cabs, 1 6' cab
	Office	 	Server
    room	 	 	 	5
    racks, 3 36" 2 drawer cabinets, 1 UPS
	Lab	 	Main
    Lab	 	 	 	162'
    of counter top, 162' of base cabinet, 100' of overhead shelving
	Lab	 	Main
    Lab	 	 	 	4
    lab sinks, 3 hand sinks
	Lab	 	TC
    suites	 	 	 	30'
    counter top, 30' of base cabinet, 30' of wall mounted shelving
	Lab	 	TC
    suites	 	 	 	2
    lab sinks
	Lab	 	Main
    Lab	 	 	 	5
    tables at 30"x60", 4 tables at 3'x4', 3 tables at 30"x48"
	Lab	 	Back
    Lab	 	 	 	150'
    of countertop, 150' of base cabinet, 50' head shelving
	Lab	 	Back
    Lab	 	 	 	4
    lab sinks, 1 hand sink


 


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Equipment:


 


	Fixture	 	Description	 	Manufacturer	 	Model Number	 	Serial Number	 	Location
	MAN	 	CO2 Manifold	 	Concoa	 	5395002-01-001	 	14COV7F3	 	Tank Room
	Cold room	 	Compressor	 	Russell	 	RLS300H22-E	 	W06L36256001001	 	6th floor roof
	Cold room	 	Condenser	 	Russell	 	RLS300H22-E	 	W06L36256001001	 	Cold room
	Server room AC#1	 	Condenser	 	Mitsubishi	 	PUY-A36NHA4	 	35U11012C	 	4th floor roof
	Server room AC#1	 	Heat Pump	 	Mitsubishi	 	PKA-A36KA4	 	36M 0 1955	 	Server room
	Server room AC #2	 	Condenser	 	Sanyo	 	C3672R	 	0007411	 	4th floor roof
	Server room AC #2	 	Server room AC	 	Sanyo	 	KHS3672R	 	59672	 	Server room
	Autoclave	 	Autoclave	 	Tutenauer	 	 	 	 	 	MLC
	Exhaust	 	Office exhaust	 	New York Blower	 	General purpose fan	 	B00074 100	 	4th floor roof
	Exhaust	 	Lab exhaust	 	Strobic	 	TS3L250C12	 	8777	 	6th floor roof
	Generator	 	OSP generator	 	Kohler	 	125RZG	 	2085096	 	4th floor roof
	Ice maker	 	Ice Maker	 	Scottsman	 	AFE424A-1A	 	1.20713E+13	 	RM 348
	Fume Hood	 	Hood	 	Kewaunee	 	H05	 	329-1	 	MLC
	Fume Hood	 	Hood	 	Kewaunee	 	 	 	 	 	 
	RO	 	Under cab	 	Quench	 	10 L	 	 	 	MLN
	RO	 	Under cab	 	Quench	 	10L	 	 	 	MLS
	RO	 	Under cab	 	Quench	 	10L	 	 	 	Kitchen
	Local alarm	 	CO2 sensor	 	 	 	 	 	 	 	Gas room
	Local alarm	 	02 sensor	 	 	 	 	 	 	 	Gas room
	ATS	 	ATS	 	 	 	 	 	 	 	Electric room
	BMS	 	ENE	 	 	 	 	 	 	 	Server room
	Dishwasher	 	 	 	Kitchenaid	 	 	 	 	 	Kitchen
	Protected water heater	 	 	 	 	 	 	 	 	 	Mechanical room
	Domestic water heater	 	 	 	 	 	 	 	 	 	Mechanical room
	Air dryer	 	 	 	 	 	 	 	 	 	Mechanical room
	Lighting control panel	 	 	 	 	 	 	 	 	 	Electric room
	Gas manifold	 	 	 	 	 	 	 	 	 	Old tank room
	Gas manifold	 	 	 	 	 	 	 	 	 	Old tank room
	Gas	 	 	 	 	 	 	 	 	 	Old tank room
	manifold	 	 	 	 	 	 	 	 	 	 
	APCUPS	 	025	 	UPS	 	APC	 	SUVTF30KB4F	 	PS0603145027


 


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EXHIBIT
B


 


OVERLEASE


 


 


 


 


[Signature
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EXECUTION
VERSION


 


THE
CAMBRIDGE SCIENCE CENTER

245 FIRST STREET

CAMBRIDGE, MASSACHUSETTS 02142


 


LEASE
SUMMARY SHEET


 


	Execution
    Date:	 	November
    9, 2015
	 	 	 
	Tenant:	 	Horizon Discovery
    Inc.,

    a Delaware corporation
	 	 	 
	Tenant Parties:	 	Tenant and its agents,
    employees, contractors, representatives or affiliates.
	 	 	 
	Tenant’s
    Mailing Address Prior to Occupancy:	 	245
    First Street

    Cambridge, MA 02142

    Attn: Jeb Ledell, COO
	 	 	 
	Landlord:	 	Jamestown Premier
    245 First, LLC,

    a Delaware limited liability company
	 	 	 
	Landlord
    Parties:	 	Landlord and its
    agents, employees, contractors, representatives or affiliates.
	 	 	 
	Guarantor:	 	Horizon Discovery
    Group, PLC, a United Kingdom corporation. Concurrent with Tenant’s execution and delivery of this Lease, Tenant
    shall cause Guarantor, if any, to execute and deliver a guaranty in favor of Landlord on the form attached hereto as Exhibit
    12.
	 	 	 
	Buildings:	 	The
    two buildings located at 245 First Street, Cambridge, Massachusetts 02142, and commonly known as the “Cambridge Science
    Center”, with the first building being the science building (the “Building” or the “Science
    Building”) and the second building being the office building (the “Office Building”). “Rentable
    Square Footage of the Buildings” is deemed to be 297,632 square feet. “Rentable Square Footage of
    the Science Building” is deemed to be 132,928 square feet, and “Rentable Square Footage of the Office
    Building” is deemed to be 164,704 square feet. The land on which the Buildings are located (the “Land”)
    is more particularly described in Exhibit 2 attached hereto and made a part hereof (such Land, together with the Buildings,
    are hereinafter collectively referred to as the “Property”).



 



    1


     


    

 


	Premises:	 	Approximately
    22,581 rentable square feet of space on the third (3rd) floor of the Science Building, as more particularly shown
    as cross-hatched on the plan attached hereto as Exhibit 1 and made a part hereof (the “Lease Plan”). Such
    space is sometimes referred to herein as the “Principal Premises”. A portion of the Principal Premises
    is used for laboratory purposes and a portion of the Principal Premises is used for office use.
	 	 	 
	Storage
    Premises;	 	Approximately
    4,339 rentable square feet of storage space on the third (3rd) floor of the Science Building, as more particularly
    shown as cross-hatched on the attached Lease Plan.
	 	 	 
	PH
    System Premises:	 	Approximately
    160 rentable square feet of space on the first floor of the Science Building. The PH System Premises are located in a larger
    area (“PH System Room”), as shown on Exhibit 1-1, attached hereto and incorporated herein. The PH System
    Room contains the PH systems of other tenants, including Tenant.
	 	 	 
	Term
    Commencement Date;	 	February
    1,2017.
	 	 	 
	Rent Commencement
    Date:	 	February
    1, 2017.
	 	 	 
	Expiration
    Date;	 	January
    31,2024.


 


	Permitted
    Uses:	 	Office
    Portion of the Principal Premises:	 	Subject
    to Legal Requirements, general office and administrative use.
	 	 	 	 	 
	 	 	Lab
    Portion of the Principal Premises	 	Subject
    to Legal Requirements, research, development and laboratory use, and other ancillary uses related to all the foregoing, In
    addition, notwithstanding Section 11 of the Rules and Regulations set forth on Exhibit 8. Tenant may, subject to Section
    4.6, use the lab portion of the Principal Premises for the keeping of laboratory animals - such as, but without limitation,
    mice, rats, rabbits, and guinea pigs.
	 	 	 	 	 
	 	 	Storage
    Premises:	 	Subject
    to Legal Requirements, storage of business related items and materials used in with respect to Tenant's business in the Premises.



 



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	 	 	PH
    System Premises:	 	Subject
    to Legal Requirements, the operation and maintenance of an Acid Neutralization Tank in accordance with Section 4.3


 


	Base Rent (Premises)	 	Period	 	Annual Rate Per Square Foot	 	 	Monthly Base Rent	 
	 	 	2/1/17-1/31/18	 	$	68.00	 	 	$	127,959.00	 
	 	 	2/1/18-1/31/19	 	$	70.04	 	 	$	131,797.77	 
	 	 	2/1/19-1/31/20	 	$	72.14	 	 	$	135,749.45	 
	 	 	2/1/20-1/31/21	 	$	74.30	 	 	$	139,814.03	 
	 	 	2/1/21-1/31/22	 	$	76.53	 	 	$	144,010.33	 
	 	 	2/1/22-1/31/23	 	$	78.83	 	 	$	148,338.35	 
	 	 	2/1/23-1/31/24	 	$	81.19	 	 	$	152,779.28	 



 


	Base Rent (Storage Premises):	 	 	 	 	 	 	 	 
	 	 	2/1/17-1/31/18	 	$	15.00	 	 	$	5,423.75	 
	 	 	2/1/18-1/31/19	 	$	15.00	 	 	$	5,423.75	 
	 	 	2/1/19-1/31/20	 	$	15.00	 	 	$	5,423.75	 
	 	 	2/1/20-1/31/21	 	$	17.00	 	 	$	6,146.92	 
	 	 	2/1/21-1/31/22	 	$	17.00	 	 	$	6,146.92	 
	 	 	2/1/22- 1/31/23	 	$	17.00	 	 	$	6,146.92	 
	 	 	2/1/23-1/31/24	 	$	17.00	 	 	$	6,146.92	 



 


	Base Rent (PH System Premises):	 	 	 	 	 	 	 	 
	 	 	2/1/17-1/31/18	 	$	68.00	 	 	$	906.67	 
	 	 	2/1/18-1/31/19	 	$	70.04	 	 	$	933.87	 
	 	 	2/1/19-1/31/20	 	$	72.14	 	 	$	961.87	 
	 	 	2/1/20-1/31/21	 	$	74.30	 	 	$	990.67	 
	 	 	2/1/21-1/31/22	 	$	76.53	 	 	$	1,020.40	 
	 	 	2/1/22-1/31/23	 	$	78.83	 	 	$	1,051.07	 
	 	 	2/1/23-1/31/24	 	$	81.19	 	 	$	1,082.53	 



 


	Operating
    Costs:	 	Not
    Applicable
	 	 	 
	Taxes:	 	See
    Section 5.3
	 	 	 
	Tenant's
    Building Share:	 	A
    fraction, the numerator of which is the rentable area of the Principal Premises and the denominator of which of which is the
    Rentable Square Footage of the Science Building (i.e., 16.99% as of the Execution Date)



 



    3


     


    

 


	Tenant’s
    Share:	 	A
    fraction, the numerator of which is the rentable area of the Principal Premises and the denominator of which of which is the
    Rentable Square Footage of the Buildings (i.e., 7.59% as of the Execution Date)
	 	 	 
	Security Deposit/
    Letter of Credit:	 	$560,234.61,
    subject to reduction as set forth in Section 7 hereof.
	 	 	 
	Allowances:	 	$338,715.00


 


	EXHIBIT
    1	 	LEASE
    PLAN
	EXHIBIT 1-1	 	PH SYSTEM PREMISES
    PLAN
	EXHIBIT 1-2	 	MATTERS OF RECORD
	EXHIBIT 2	 	LEGAL DESCRIPTION
	EXHIBIT 3	 	TENANT’S WORK
	EXHIBIT 4	 	INTENTIONALLY OMITTED
	EXHIBIT 5	 	FORM OF LETTER OF
    CREDIT
	EXHIBIT 6	 	INTENTIONALLY OMITTED
	EXHIBIT 7	 	TENANT’S HAZARDOUS
    MATERIALS
	EXHIBIT 8	 	RULES AND REGULATIONS
	EXHIBIT 9	 	TENANT WORK INSURANCE
    SCHEDULE
	EXHIBIT 10	 	GENERATOR AREA
	EXHIBIT 11	 	FORM OF SNDA
	EXHIBIT 12	 	FORM OF GUARANTY


 




    4


     


    

 


EXECUTION
VERSION


 


TABLE
OF CONTENTS


 


	1.	LEASE GRANT; TERM; APPURTENANT RIGHTS; EXCLUSIONS	1
	1.1	 	Lease
    Grant	1
	1.2	 	Extension
    Term	1
	1.3	 	Appurtenant
    Rights	2
	1.4	 	Tenant’s
    Access	6
	1.5	 	No
    recording; Notice of Lease	6
	1.6	 	Exclusions	6
	2.	RIGHTS RESERVED TO LANDLORD	6
	2.1	 	Additions
    and Alterations	6
	2.2	 	Additions
    to the Property	7
	2.3	 	Name
    and Address of Building	8
	2.4	 	Landlord’s
    Access	8
	2.5	 	Pipes,
    Ducts and Conduits	9
	2.6	 	Minimize
    Interference	9
	3.	CONDITION OF PREMISES; CONSTRUCTION.	9
	3.1	 	Condition
    of Premises	9
	3.2	 	Tenant’s
    Work	9
	3.3	 	Allowance	9
	4.	USE OF PREMISES	9
	4.1	 	Permitted
    Uses	9
	4.2	 	Prohibited
    Uses	10
	4.3	 	Acid
    Neutralization Tank	10
	4.4	 	Chemical
    Safety Program	11
	4.5	 	Parking
    and Traffic Demand Management Plan	11
	4.6	 	Transportation
    of Animals	11
	5.	RENT; ADDITIONAL RENT	12
	5.1	 	Base
    Rent	12
	5.2	 	Management
    Fee Rent	12
	5.3	 	Taxes	12
	5.4	 	Late
    Payments	13
	5.5	 	No
    Offset; Independent Covenants; Waiver	14
	5.6	 	Survival	15
	6.	INTENTIONALLY OMITTED.	15
	7.	SECURITY DEPOSIT; LETTER OF CREDIT	15
	7.1	 	Amount	15
	7.2	 	Application
    of Proceeds of Letter of Credit	16
	7.3	 	Transfer
    of Letter of Credit	16
	7.4	 	Cash
    Proceeds of Letter of Credit	16
	7.5	 	Return
    of Security Deposit or Letter of Credit	16
	7.6	 	Reduction
    in Security Deposit or Letter of Credit	17
	8.	INTENTIONALLY OMITTED	17



 



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	9.	UTILITIES, LANDLORD’S SERVICES	17
	9.1	 	Electricity	17
	9.2	 	Water	18
	9.3	 	Gas	18
	9.4	 	Other
    Utilities	18
	9.5	 	Interruption
    or Curtailment of Utilities	18
	9.6	 	Landlord’s
    Services	19
	9.7	 	Tenant’s
    Remedies in the Event of Service Interruption	19
	9.8	 	Tenant
    Right to Request Back-Up for Utility Costs	20
	10.	MAINTENANCE AND REPAIRS	20
	10.1	 	Maintenance
    and Repairs by Tenant	20
	10.2	 	Maintenance
    and Repairs by Landlord	21
	10.3	 	Accidents
    to Sanitary and Other Systems	21
	10.4	 	Floor
    Load—Heavy Equipment	21
	10.5	 	Premises
    Cleaning	22
	10.6	 	Pest
    Control	22
	11.	ALTERATIONS AND IMPROVEMENTS BY TENANT	22
	11.1	 	Landlord’s
    Consent Required	22
	11.2	 	After-Hours	23
	11.3	 	Harmonious
    Relations	23
	11.4	 	Liens	23
	11.5	 	General
    Requirements	23
	12.	SIGNAGE	24
	12.1	 	Restrictions	24
	12.2	 	Monument
    Signage	24
	12.3	 	Building
    Directory	24
	13.	ASSIGNMENT, MORTGAGING AND SUBLETTING	25
	13.1	 	Landlord’s
    Consent Required	25
	13.2	 	Landlord’s
    Recapture Right	25
	13.3	 	Standard
    of Consent to Transfer	26
	13.4	 	INTENTIONALLY
    OMITTED	26
	13.5	 	Profits
    In Connection with Transfers	26
	13.6	 	Conditions
    to Transfers	26
	13.7	 	Exceptions
    to Requirement for Consent	27
	14.	INSURANCE; INDEMNIFICATION; EXCULPATION	27
	14.1	 	Tenant’s
    Insurance	27
	14.2	 	Indemnification	29
	14.3	 	Property
    of Tenant	29
	14.4	 	Limitation
    of Landlord’s Liability for Damage or Injury	30
	14.5	 	Waiver
    of Subrogation; Mutual Release	30
	14.6	 	Tenant’s
    Acts—Effect on Insurance	30
	14.7	 	Landlord’s
    Insurance	31
	15.	CASUALTY; TAKING	31
	15.1	 	Damage	31
	15.2	 	Termination
    Rights	32
	15.3	 	Taking
    for Temporary Use	33
	15.4	 	Disposition
    of Awards	33
	16.	ESTOPPEL CERTIFICATE.	33



 



    ii


     


    

 


	17.	HAZARDOUS MATERIALS	34
	17.1	 	Prohibition	34
	17.2	 	Environmental
    Laws	34
	17.3	 	Hazardous
    Material Defined	34
	17.4	 	Testing	35
	17.5	 	Indemnity;
    Remediation	35
	17.6	 	Disclosures	36
	17.7	 	Removal	36
	18.	RULES AND REGULATIONS.	37
	18.1	 	Rules
    and Regulations	37
	18.2	 	Energy
    Conservation	37
	18.3	 	Recycling	37
	19.	LAWS AND PERMITS.	38
	19.1	 	Legal
    Requirements	38
	20.	DEFAULT	38
	20.1	 	Events
    of Default	38
	20.2	 	Remedies	40
	20.3	 	Damages
    - Termination	40
	20.4	 	Landlord’s
    Self-Help; Fees and Expenses	42
	20.5	 	Waiver
    of Redemption, Statutory Notice and Grace Periods	42
	20.6	 	Remedies
    Not Exclusive	42
	20.7	 	No
    Waiver	42
	20.8	 	Restrictions
    on Tenant’s Rights	43
	20.9	 	Landlord
    Default	43
	21.	SURRENDER; ABANDONED PROPERTY; HOLD-OVER	43
	21.1	 	Surrender	43
	21.2	 	Abandoned
    Property	45
	21.3	 	Holdover	45
	21.4	 	Warranties	46
	22.	MORTGAGEE RIGHTS	46
	22.1	 	Subordination	46
	22.2	 	Notices	46
	22.3	 	Mortgagee
    Consent	46
	22.4	 	Mortgagee
    Liability	46
	23.	QUIET ENJOYMENT.	47
	24.	NOTICES.	47
	25.	MISCELLANEOUS	48
	25.1	 	Separability	48
	25.2	 	Captions	48
	25.3	 	Broker	48
	25.4	 	Entire
    Agreement	48
	25.5	 	Governing
    Law	48
	25.6	 	Representation
    of Authority	49
	25.7	 	Expenses
    Incurred by Landlord upon Tenant Requests	49
	25.8	 	Survival	49
	25.9	 	Limitation
    of Liability	49
	25.10	 	Binding
    Effect	49
	25.11	 	Landlord
    Obligations upon Transfer	50
	25.12	 	No
    Grant of Interest	50
	25.13	 	Financial
    Information	50
	25.14	 	OFAC
    Certificate and Indemnity	50
	25.15	 	Confidentiality	51


 




    iii


     


    

 


THIS
INDENTURE OF LEASE (this “Lease”) is hereby made and entered into on the Execution Date by and between Landlord
and Tenant,


 


Each
reference in this Lease to any of the terms and titles contained in any Exhibit attached to this Lease shall be deemed and construed
to incorporate the data stated under that term or title in such Exhibit. AH capitalized terms not otherwise defined herein shall
have the meanings ascribed to them as set forth in the Lease Summary Sheet which is attached hereto and incorporated herein by
reference.


 


1.
LEASE GRANT; TERM; APPURTENANT RIGHTS; EXCLUSIONS


 


1.1
Lease Grant. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises upon and subject to terms
and conditions of this Lease, for a term of years commencing on the Term Commencement Date and, unless earlier terminated pursuant
to the terms hereof, ending on the Expiration Date (the “Initial Term”; the Initial Term and any duly exercised
Extension Terms are hereinafter collectively referred to as the “Term”).


 


1.2
Extension Term.


 


(a)
Provided that the following conditions, which may be waived by Landlord in its sole discretion, are satisfied (i) Tenant, an Affiliated
Entity (hereinafter defined) and/or a Successor (hereinafter defined) is/are then occupying one hundred percent (100%) of the
Premises; and (ii) no Event of Default nor an event which with the passage of time and/or the giving of notice would constitute
an Event of Default has occurred (A) as of the date of the Extension Notice (hereinafter defined) and (B) at the commencement
of the Extension Term (hereinafter defined), Tenant shall have the option to extend the Term for one (1) additional term of five
(5) years (the “Extension Term”), commencing as of February 1,2024 and expiring as of January 31, 2029. Tenant
must exercise such option to extend, if at all, by giving Landlord written notice (the “Extension Notice”)
on or before February 1, 2023, time being of the essence. Upon the timely giving of such notice, the Term shall be deemed
extended upon all of the terms and conditions of this Lease, except that Base Rent during the Extension Term shall be calculated
in accordance with this Section 1.2 below, Landlord shall have no obligation to construct or renovate the Premises and Tenant
shall have no further right to extend the Term, If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further
right to extend the Term. Notwithstanding the fact that Tenant’s proper and timely exercise of such option to extend the
Term shall be self-executing, the parties shall promptly execute a lease amendment confirming such Extension Term after Tenant
exercises such option. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant’s
exercise of its rights under this Section 1.2.


 


(b)
The Base Rent during the Extension Term (the “Extension Term Base Rent”) shall be determined in accordance
with the process described hereafter. Extension Term Base Rent shall be the fair market rental value of the Premises then demised
to Tenant as of the commencement of the Extension Term as determined in accordance with the process described below, for renewals
of combination laboratory and office space in the vicinity of equivalent quality, size, utility and location, with the length
of the Extension Term, the credit standing of Tenant, the condition of the Property, Premises, Storage Premises and PH System
Premises, and all other relevant factors to be taken into account, Within thirty (30) days after receipt of the Extension Notice,
Landlord shall deliver to Tenant written notice of its determination of the Extension Term Base Rent for the Extension Term. Tenant
shall, within thirty (30) days after receipt of such notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s
determination of the Extension Term Base Rent (“Tenant’s Response Notice”). If Tenant fails timely to
deliver Tenant’s Response Notice, Landlord’s determination of the Extension Term Base Rent shall be binding on Tenant,


 



    PAGE 1


     


    

 


(c)
If and only if Tenant’s Response Notice is timely delivered to Landlord and indicates both that Tenant rejects Landlord’s
determination of the Extension Term Base Rent and desires to submit the matter to arbitration, then the Extension Term Base Rent
shall be determined in accordance with the procedure set forth in this Section 1.2(c). In such event, within ten (10) days after
receipt by Landlord of Tenant’s Response Notice indicating Tenant’s desire to submit the determination of the Extension
Term Base Rent to arbitration, Tenant and Landlord shall each notify the other, in writing, of their respective selections of
an appraiser (respectively, “Landlord’s Appraiser” and “Tenant’s Appraiser”).
Landlord’s Appraiser and Tenant’s Appraiser shall then jointly select a third appraiser (the “Third Appraiser”)
within ten (10) days of their appointment. All of the appraisers selected shall be individuals with at least five (5) consecutive
years’ commercial appraisal experience in the area in which the Premises are located, shall be members of the Appraisal
Institute (M.A.I.), and, in the case of the Third Appraiser, shall not have acted in any capacity for either Landlord or Tenant
or any affiliate of Landlord or Tenant within five (5) years of his or her selection. The three appraisers shall determine the
Extension Term Base Rent in accordance with the requirements and criteria set forth in Section 1.2(b) above, employing the method
commonly known as “Baseball Arbitration”, whereby Landlord’s Appraiser and Tenant’s Appraiser each sets
forth its determination of the Extension Term Base Rent as defined above, and the Third Appraiser must select one or the other
(it being understood that the Third Appraiser shall be expressly prohibited from selecting a compromise figure). Landlord’s
Appraiser and Tenant’s Appraiser shall deliver their determinations of the Extension Term Base Rent to the Third Appraiser
within five (5) days of the appointment of the Third Appraiser and the Third Appraiser shall render his or her decision within
ten (10) days after receipt of both of the other two determinations of the Extension Term Base Rent. The Third Appraiser’s
decision shall be binding on both Landlord and Tenant. Each party shall bear the cost of its own appraiser and the cost of the
Third Appraiser shall be paid by the party whose determination is not selected.


 


1.3
Appurtenant Rights.


 


(a)
Common Areas. Subject to the terms of this Lease and the Rules and Regulations (hereinafter defined), Tenant shall have,
as appurtenant to the Premises, rights to use in common with others entitled thereto the following areas (such areas are hereinafter
referred to as the “Common Areas”): (i) the common freight elevators, loading docks and hallways of the Buildings
serving the Premises, (ii) common walkways and driveways necessary for access to the Buildings, (iii) the common areas of the
PH System Room, as shown on Exhibit 1-1 for the purposes of access and egress to Tenant’s PH System Premises, and
(iv) other areas and facilities designated by Landlord from time to time for the common use of tenants of the Building; and no
other appurtenant rights or easements.


 



    PAGE 2


     


    

 


(b)
Parking. During the Term, Landlord shall, subject to the terms hereof, make available up to twenty (20) parking spaces
for Tenant’s use in the parking garage attached to the Buildings: (i) 17 unreserved parking spaces, and (ii) 3 reserved
parking spaces, The number of parking spaces in the garage used by Tenant are hereinafter referred to as the “Parking
Spaces.” Subject to Landlord’s right to reserve parking spaces for other tenants in the Building, use of unreserved
Parking Spaces shall be on an unassigned, first-come, first served basis. While said reserved Parking Spaces shall be marked to
identify Tenant, Landlord shall have no obligation to police the use of said reserved spaces. Tenant shall pay for such unreserved
Parking Spaces and reserved Parking Spaces at the prevailing monthly rates from time to time charged by the operator or operators
of the Garage, whether or not such operator is an affiliate of Landlord, for unreserved and reserved Parking Spaces, as the case
may be. As of the date of this Lease, the current monthly rate for unreserved spaces is $280.00 per unreserved space per month,
and the current monthly rate for reserved spaces is $340.00 per reserved space per month, Such monthly parking charges for Parking
Spaces shall constitute Additional Rent and shall be payable monthly as directed by Landlord upon billing therefor by Landlord
or such operator. Tenant acknowledges that said monthly charges to be paid under this Section 1.3(b) are for the use by Tenant
of the Parking Spaces referred to herein, and not for any other service.


 


Tenant
shall have no right to hypothecate or encumber the Parking Spaces, and shall not sublet, assign, or otherwise transfer the Parking
Spaces other than to employees of Tenant occupying the Premises or to a Successor (hereinafter defined), an Affiliated Entity
(hereinafter defined) or a transferee pursuant to an approved Transfer under Section 13 of this Lease. Use of said Parking Spaces
shall be subject to such reasonable rules and regulations as may be in effect for the general use by Building occupants and visitors
of the parking areas from time to time. Reserved and handicap parking spaces must be honored.


 


(c)
Rooftop Premises. During the Term, Tenant shall have the right to use a portion of the rooftop of the Building designated
by Landlord (the “Rooftop Premises”) for the installation of certain equipment approved by Landlord and purchased
and installed by, or on behalf of, Tenant in accordance with the terms of this Lease (any equipment installed within the Rooftop
Premises, as the same may be modified, altered or replaced during the Term, is collectively referred to herein as “Tenant’s
Rooftop Equipment”). Tenant’s Rooftop Equipment may include supplemental HVAC equipment, antennas, satellite dishes,
and equipment related thereto. Landlord’s approval of such equipment shall not be unreasonably withheld, conditioned or
delayed provided Tenant demonstrates to Landlord’s reasonable satisfaction that the proposed equipment (i) does not interfere
with any base building equipment operated by Landlord on the roof; (ii) will not affect the structural integrity of the Building
or negatively impact the roof or the roof membrane in any manner; (iii) shall be adequately screened so as to minimize the visibility
of such equipment; and (iv) shall be adequately sound-proofed to meet all requirements of Legal Requirements and Landlord’s
specified maximum decibel levels for equipment operations. Tenant shall not install or operate Tenant’s Rooftop Equipment
until Tenant has obtained and submitted to Landlord copies of all required governmental permits, licenses, and authorizations
necessary for the installation and operation thereof. In addition, Tenant shall comply with all reasonable construction rules
and regulations promulgated by Landlord in connection with the installation, maintenance and operation of Tenant’s Rooftop
Equipment, Landlord shall have no obligation to provide any services including, without limitation, electric current or gas service,
to the Rooftop Premises or to Tenant’s Rooftop Equipment. Tenant shall be responsible for the cost of repairing and maintaining
Tenant’s Rooftop Equipment and the cost of repairing any damage to the Building, or the cost of any necessary improvements
to the Building, caused by or as a result of the installation, replacement and/or removal of Tenant’s Rooftop Equipment.
Landlord makes no warranties or representations to Tenant as to the suitability of the Rooftop Premises for the installation and
operation of Tenant’s Rooftop Equipment. In the event that at any time during the Term, Landlord determines, in its sole
but bona fide and reasonable business judgment, that the operation and/or periodic testing of Tenant’s Rooftop Equipment
interferes with the operation of the Building or the business operations of any of the occupants of the Building, then Tenant
shall, upon notice from Landlord, cause all further testing of Tenant’s Rooftop Equipment to occur after normal business
hours (hereinafter defined in Section 2.4).


 



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(d)
Tenant’s Generator.


 


(1)
As of the Execution Date of this Lease, Tenant is using a supplemental generator (the “Generator”) which can
provide emergency additional electrical capacity to the Premises, and Tenant shall have the right to use such Generator during
the Term. The Generator is located in the area outlined on Exhibit 10 attached hereto and made a part hereof (the “Generator
Area”). Tenant shall have the right to use the Generator throughout the Term, subject to the provisions of this Section.
Tenant shall be solely responsible for obtaining and maintaining all necessary governmental and regulatory approvals for the operation
of the Generator and for the cost of operating, maintaining and removing of the Generator. In addition to, and without limiting
Tenant’s obligations under this Lease, Tenant shall comply with all applicable environmental and fire prevention laws and
Legal Requirements pertaining to Tenant’s use of the Generator Area. Tenant shall also be responsible for the cost of all
utilities consumed in the operation of the Generator.


 


(2)
Tenant shall be responsible for assuring that the installation, maintenance, operation and removal of the Generator shall in no
way damage any portion of the Building or Property. To the maximum extent permitted by the Legal Requirements the Generator and
all appurtenances in the Generator Area shall be at the sole risk of Tenant, and Landlord shall have no liability to Tenant if
the Generator or any appurtenant installations are damaged for any reason, except, subject to the limitations of Landlord’s
liability as set forth in this Lease, as the result of the negligence or willful misconduct of any Landlord Parties. Tenant agrees
to be responsible for any damage caused to the Building or Property in connection with the installation, maintenance, operation
or removal of the Generator, except damage resulting from the negligence or willful misconduct of any of the Landlord Parties,
and, in accordance with the terms of Article 14 of the Lease, to indemnify, defend and hold Landlord and the Landlord Parties
harmless Rom all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including, without limitation,
reasonable architects’ and attorneys’ fees (if and to the extent permitted by Legal Requirements), which may be imposed
upon, incurred by, or asserted against Landlord or any of the Landlord Parties in connection with the installation, maintenance,
operation or removal of the Generator, including, without limitation, any environmental and hazardous materials claims, except
to the extent that such liabilities, obligations, damages, penalties, claims, costs, charges and expenses result from the negligence
or willful misconduct of any of the Landlord Parties,


 



    PAGE 4


     


    

 


(3)
Tenant shall be responsible for the operation, cleanliness, maintenance and removal of the Generator and appurtenances, all of
which shall remain the personal property of Tenant, and shall be removed by Tenant at its own expense at the expiration or earlier
termination of the Lease. Tenant shall repair any damage caused by such removal, including the patching of any holes to match,
as closely as possible, the color surrounding the area where the Generator and appurtenances were attached. Such maintenance and
operation shall be performed in a manner to avoid any unreasonable interference with any other tenants or Landlord. Tenant shall
take the Generator Area “as is” in the condition in which the Generator Area is in as of the Term Commencement Date
under the Lease, without any obligation on the part of Landlord to prepare or construct the Generator Area for Tenant’s
use or occupancy. Without limiting the foregoing, Landlord makes no warranties or representations to Tenant as to the suitability
of the Generator Area for the installation and operation of the Generator. Tenant shall have no right to make any changes, alterations,
additions, decorations or other improvements to the Generator Area without Landlord’s prior written consent, such consent
not to be unreasonably withheld, conditioned or delayed, provided, however, that with respect to aesthetic matters Landlord may
withhold consent in its sole, but bona fide, business judgment. Tenant agrees to maintain the Generator, including without limitation,
any enclosure installed around the Generator in good condition and repair. Tenant shall be responsible for performing any maintenance
and improvements to any enclosure surrounding the Generator so as to keep such enclosure in good condition.


 


(4)
Tenant, upon prior notice to Landlord and subject to the reasonable rules and regulations enacted by Landlord, shall have access
to the Generator and its surrounding area for the purpose of repairing, maintaining and removing said Generator.


 


(5)
Unless otherwise required by Legal Requirements, Tenant shall only test the Generator to ensure proper functioning before or after
normal business hours and at a time mutually agreed to in writing by Landlord and Tenant in advance. Tenant shall be permitted
to use the Generator Area solely for the maintenance and operation of the Generator, and the Generator and Generator Area are
solely for the benefit of Tenant. All electricity generated by the Generator may only be consumed by Tenant in the Premises.


 


(6)
Landlord shall have no obligation to provide any services, including, without limitation, electric current, to the Generator Area.


 


(7)
Tenant shall have no right to sublet the Generator Area or to assign its interest hereunder; provided that Tenant shall have the
right to participate in demand response programs and capacity markets offered by the local electric utility, competitive energy
retailers, and/or the New England Independent System Operator (ISO-NE).


 


(8)
Notwithstanding anything to the contrary contained herein, if at any time during the Term Landlord determines in its sole but
bona fide reasonable business judgment, that the Generator and/or any appurtenances interfere with the operations of the Building
or the operations of any of the occupants of the Building, then Tenant shall, upon notice from Landlord, cease any further operation
of the Generator, From and after such notice by Landlord, Tenant shall have no further right to operate the Generator unless and
until Tenant shall have redesigned and modified the Generator and/or installations in a manner approved by Landlord in the exercise
of its reasonable discretion, provided however, that Landlord’s approval of such redesign and modification shall constitute
the mere permission to operate the Generator, which permission shall in no event be construed to abrogate or diminish Landlord’s
rights or Tenant’s obligations under this Section 1.3(d) or the Lease.


 



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1.4
Tenant’s Access. From and after the Term Commencement Date and until the end of the Term, Tenant shall have access to
the Premises twenty-four (24) hours a day, seven (7) days a week, subject to Legal Requirements, the Rules and Regulations, the
terms of this Lease, and the matters of record listed on Exhibit 1-2. The parties acknowledge that (i) security is provided
at a manned security station in the lobby and is staffed twenty-four (24) hours a day, seven (7) days a week and (ii) the Building
currently has an electronic card access security system to allow Tenant and its authorized employees access to the Building during
non-business hours. Tenant shall comply with all reasonable security measures from time to time established by Landlord for the
Building,


 


1.5
No recording; Notice of Lease. Tenant shall not record this lease or any portion hereof, a memorandum of this Lease and/or
a notice of this Lease. Neither party shall record this Lease, but each of the parties hereto agrees to join in the execution,
in recordable form, of a statutory notice of lease and/or written declaration in which shall be stated the Term Commencement Date,
the Rent Commencement Date, the number and length of the Extension Term(s) and the Expiration Date, which notice of lease may
be recorded by Tenant with the Middlesex South Registry of Deeds and/or filed with the Middlesex South Registry District of the
Land Court, as appropriate (alternatively and collectively, the “Registry”) at Tenant’s sole cost and
expense. If a notice of lease was previously recorded with the Registry, upon the expiration or earlier termination of this Lease,
Landlord shall deliver to Tenant a notice of termination of lease and Tenant shall promptly execute, acknowledge, and deliver
the same (together with any other instrument(s) that may be necessary in order to record and/or file same with the Registry) to
Landlord for Landlord’s execution and recordation with the Registry, which obligation shall survive the expiration or earlier
termination of the Lease.


 


1.6
Exclusions. The following are expressly excluded from the Premises and reserved to Landlord; all the perimeter walls of the
Premises (except the inner surfaces thereof), the Common Areas, and any space in or adjacent to the Premises used for shafts,
stacks, pipes, conduits, wires and appurtenant fixtures, fan rooms, ducts, electric or other utilities, sinks or other Building
facilities, and the use of all of the foregoing, except as expressly permitted pursuant to Section 1.3(d) above.


 


2.
RIGHTS RESERVED TO LANDLORD


 


2.1
Additions and Alterations. Landlord reserves the right, at any time and from time to time, to make such changes, alterations,
additions, improvements, repairs or replacements in or to the Property (including the Premises but, with respect to the Premises,
only for purposes of repairs, maintenance, replacements and the exercise of any other rights expressly reserved to Landlord herein)
and the fixtures and equipment therein, as well as in or to the street entrances and/or the Common Areas, as it may deem necessary
or desirable, provided, however, that there be no material obstruction of permanent access to, or material interference with the
use and enjoyment of, the Premises by Tenant. Subject to the foregoing, Landlord expressly reserves the right to temporarily close
all, or any portion, of the Common Areas for the purpose of making repairs or changes thereto.


 



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2.2
Additions to the Property.


 


(a)
Landlord may at any time or from time to time (i) construct additional improvements and related site improvements (collectively,
“Future Development”) in all or any part of the Property and/or (ii) change the location or arrangement of
any improvement outside the Building in or on the Property or all or any part of the Common Areas, or add or deduct any land to
or from the Property; provided that there shall be no increase in Tenant’s obligations other than in a de minimis
manner or interference with Tenant’s rights under this Lease other than in a de minimis manner in connection with
the exercise of the foregoing reserved rights.


 


(b)
Landlord and Tenant each hereby acknowledges and agrees that, in connection with any Future Development, (i) Landlord shall have
the right to subject the Land and the improvements located now or in the future located thereon to a commercial condominium regime
(“Condominium”) on terms and conditions consistent with first class office and laboratory buildings; (ii) upon
Landlord’s request in connection with the recording of the Master Deed for the Condominium and the Unit Deed for the Building,
Tenant shall execute a reasonable instrument in recordable form making this Lease subject and subordinate to the Master Deed and
other documents evidencing the Condominium (collectively, the “Condo Documents”) provided that such Condo Documents
continue to provide Tenant with all of the rights and obligations contained in this Lease (e.g. the appurtenant right to use all
Common Areas) and the Condo Documents comply with the provisions of this Section 2.2; (iii) Landlord shall have the right to enter
into, and subject the Property to the terms and conditions of, a reciprocal easement agreement with any one or more of the neighboring
property owners in order to create a commercial campus-like setting (“REA”) provided that such REA continues
to provide Tenant with all of the rights and obligations contained in this Lease as of the Execution Date (e.g. the appurtenant
right to use all Common Areas) and the REA complies with the provisions of this Section 2.2; (iv) Landlord shall submit to Tenant
for Tenant’s approval drafts of the Condo Documents and the REA (and any amendments thereto) prior to their execution; (v)
Tenant shall have the right to notify Landlord within twenty (20) days after receipt of the draft Condo Documents and/or REA (or
any amendments thereto) of Tenant’s objection(s) thereto, but only to the extent such draft(s) (A) materially adversely
affect Tenant’s use of, or access to, the Premises, (B) materially adversely affect the operation of Tenant’s business
from the Premises in accordance with the terms of this Lease, or Tenant’s rights under and pursuant to the terms of this
Lease, including without limitation Tenant’s rights with respect to the Common Areas, and/or (C) result in any increase
in Tenant’s payment or other obligations under this Lease in more than a de minimis manner; (vi) upon Landlord’s request
in connection with the recording of the REA, Tenant shall execute a commercially reasonable instrument in recordable form making
this Lease subject and subordinate to the REA; (vii) Landlord shall have the right to subdivide the Property so long as Tenant
continues to have all of the rights and obligations contained in this Lease (e.g. the appurtenant right to use all Common Areas);
and (vii) Tenant shall execute such reasonable documents (which may be in recordable form) evidencing the foregoing promptly upon
Landlord’s request.


 



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(c)
In case any excavation shall be made for building or improvements or for any other purpose upon the land adjacent to or near the
Premises, Tenant will afford without charge to Landlord, or the person or persons, firms or corporations causing or making such
excavation, license to enter upon the Premises for the purpose of doing such work as Landlord or such person or persons, firms
or corporation shall deem to be necessary to preserve the walls or structures of the building from injury, and to protect tire
building by proper securing of foundations.


 


2.3
Name and Address of Building. Landlord reserves the right at any time and from time to time to change the name or address
of the Building and/or the Property, provided Landlord gives Tenant at least three (3) months’ prior written notice thereof.


 


2.4
Landlord’s Access. Subject to the terms hereof, Tenant shall (a) upon as much advance notice as is practical under the
circumstances, and in any event at least twenty-four (24) hours’ prior written notice (except that no notice shall be required
in emergency situations), permit Landlord and any holder of a Mortgage (hereinafter defined) (each such holder, a “Mortgagee”),
and the agents, representatives, employees and contractors of each of them, to have reasonable access to the Premises at all reasonable
hours for the purposes of inspection, making repairs, replacements or improvements in or to the Premises or the Building or equipment
therein (including, without limitation, sanitary, electrical, heating, air conditioning or other systems), complying with all
applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions and orders and requirements of all public
authorities (collectively, “Legal Requirements”), or exercising any right reserved to Landlord under this Lease
(including without limitation the right to take upon or through, or to keep and store within the Premises all necessary materials,
tools and equipment); (b) permit Landlord and its agents and employees, at reasonable times, upon reasonable advance notice, to
show the Premises during “normal business hours” (i.e., Monday - Friday, 8 A.M. - 6 P.M.; Saturday, 8 A.M. - 1 P.M.,
excluding holidays) to any prospective Mortgagee or purchaser of the Building and/or the Property or of the interest of Landlord
therein, and, during the last twelve (12) months of the Term, prospective tenants; and (c) upon reasonable prior written notice
from Landlord, permit Landlord and its agents, at Landlord’s sole cost and expense, to perform environmental audits, environmental
site investigations and environmental site assessments (“Site Assessments”) in, on, under and at the Premises
and the Land, it being understood that Landlord shall repair any damage arising as a result of the Site Assessments, and such
Site Assessments may include both above and below the ground testing and such other tests as may be necessary or appropriate to
conduct the Site Assessments. In addition, to the extent that it is necessary to enter the Premises in order to access any area
that serves any portion of the Building outside the Premises, then Tenant shall, upon as much advance notice as is practical under
the circumstances, and in any event at least twenty-four (24) hours’ prior written notice (except that no notice shall be
required in emergency situations), permit contractors engaged by other occupants of the Building to pass through the Premises
in order to access such areas but only if accompanied by a representative of Landlord. The parties agree and acknowledge that,
despite reasonable and customary precautions (which Landlord agrees it shall exercise), any property or equipment in the Premises
of a delicate, fragile or vulnerable nature may nevertheless be damaged in the course of performing Landlord’s obligations.
Accordingly, Tenant shall take reasonable protective precautions with unusually fragile, vulnerable or sensitive property and
equipment.


 



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2.5
Pipes, Ducts and Conduits. Tenant shall permit Landlord to erect, use, maintain and relocate pipes, ducts and conduits in
and through the Premises, provided the same do not materially reduce the floor area or materially adversely affect the appearance
thereof.


 


2.6
Minimize Interference. Except in the event of an emergency, Landlord shall use commercially reasonable efforts to minimize
any interference with Tenant’s business operations and use and occupancy of the Premises in connection with the exercise
any of the foregoing rights under this Section 2.


 


3.
CONDITION OF PREMISES; CONSTRUCTION.


 


3.1
Condition of Premises. Reference is made to the fact that, as of the Execution Date of this Lease, Tenant is in possession
of the Premises under a sublease with Zalicus, Inc., dated June 2, 2014 (the “Sublease”). Therefore: (i) Tenant
acknowledges that it has inspected the Premises and the Building, and (ii) the Premises are accepted by Tenant in their “AS
IS,” “WHERE IS” condition and with all faults on the Execution Date, without any representations
or warranties by Landlord, express or implied, in fact or by law, of any kind, and without recourse to Landlord, and Landlord
shall have no obligation to prepare the Premises for Tenant’s occupancy.


 


3.2
Tenant’s Work. Tenant, at Tenant’s sole cost and expense, but subject to Tenant’s right to receive the Allowance,
shall, if it so elects, perform the work (“Tenant’s Work”) more particularly described in Exhibit
3 attached hereto. The Tenant’s Work shall be performed in accordance with the provisions of Article 11 hereof.


 


3.3
Allowance. Provided Tenant is not then in default, Landlord agrees to contribute up to $338,715.00 (the “Allowance”)
toward the cost of performing the Tenant’s Work, in accordance with the terms and conditions set forth in Exhibit 3
of this Lease.


 


4.
USE OF PREMISES


 


4.1
Permitted Uses. During the Term, Tenant shall use the Premises only for the Permitted Uses and for no other purposes. Service
and utility areas (whether or not a part of the Premises) shall be used only for the particular purpose for which they are designed.
Tenant shall keep the Premises equipped with appropriate safety appliances to the extent required by Legal Requirements or insurance
requirements.


 



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4.2
Prohibited Uses.


 


(a)
Notwithstanding any other provision of this Lease, Tenant shall not use the Premises or the Building, or any part thereof, or
suffer or permit the use or occupancy of the Premises or the Building or any part thereof by any of the Tenant Parties (i) in
a manner which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or otherwise applicable
to or binding upon the Premises; (ii) for any unlawful purposes or in any unlawful manner; (iii) which, in the reasonable judgment
of Landlord (taking into account the use of the Building as a combination laboratory, research and development and office building
and the Permitted Uses) shall (a) impair the appearance or reputation of the Building; (b) impair, interfere with or otherwise
diminish the quality of any of the Building services or the proper and economic heating, cleaning, ventilating, air conditioning
or other servicing of the Building or Premises, or the use or occupancy of any of the Common Areas; (c) occasion discomfort, inconvenience
or annoyance in any material respect (and Tenant shall not install or use any electrical or other equipment of any kind which,
in the reasonable judgment of Landlord, will cause any such impairment, interference, discomfort, inconvenience, annoyance or
injury), or cause any injury or damage to any occupants of the Premises or other tenants or occupants of the Building or their
property; or (d) cause air emissions not permitted by Legal Requirements, laboratory odors or noises or any unusual or other objectionable
odors, noises or emissions to emanate from the Premises; (iv) in a manner which is inconsistent with the operation and/or maintenance
of the Building as a first-class combination office, research, development and laboratory facility; (v) for any fermentation processes
whatsoever; or (vi) in a manner which shall increase such insurance premiums on the Building or on property located therein over
that applicable when Tenant first took occupancy of the Premises hereunder, unless Tenant pays for such increase.


 


(b)
With respect to the use and occupancy of the Premises and the Common Areas, Tenant will not: (i) place or maintain any signage
(except as set forth in Section 12.2 below), trash, refuse or other articles in any vestibule or entry of the Premises, on the
footwalks or corridors adjacent thereto or elsewhere on the exterior of the Premises, nor obstruct any driveway, corridor, footwalk,
parking area, mall or any other Common Areas; (ii) permit undue accumulations of or burn garbage, trash, rubbish or other refuse
within or without the Premises; (iii) permit the parking of vehicles so as to interfere with the use of any driveway, corridor,
footwalk, parking area, or other Common Areas; (iv) receive or ship articles of any kind outside of those areas reasonably designated
by Landlord; (v) conduct or permit to be conducted any auction, going out of business sale, bankruptcy sale (unless directed by
court order), or other similar type sale in or connected with the Premises; (vi) use the name of Landlord, or any of Landlord’s
affiliates in any publicity, promotion, trailer, press release, advertising, printed, or display materials without Landlord’s
prior written consent; or (vii) except in connection with Alterations (hereinafter defined) approved by Landlord or the Tenant’s
Work, cause or permit any hole to be drilled or made in any part of the Building.


 


4.3
Acid Neutralization Tank. As of the Execution Date, Tenant is using an acid neutralization tank (the “Acid Neutralization
Tank”) that is located in the PH System Premises and connected to the Premises. Tenant shall have the right, throughout
the Term of the Lease, to use the Acid Neutralization Tank in accordance with applicable laws. Tenant shall obtain, and maintain,
all governmental permits and approvals necessary for the operation and maintenance of the Acid Neutralization Tank. Tenant shall
be responsible for al! costs, charges and expenses incurred from time to time in connection with or arising out of the operation,
use, maintenance, repair or refurbishment of the Acid Neutralization Tank, including all clean-up costs relating to the Acid Neutralization
Tank (collectively, “Tank Costs”), except to the extent such costs are caused by the negligence or willful
misconduct of any of the Landlord Parties. Tenant shall indemnify, save, defend (at Landlord’s option and with counsel reasonably
acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against any and all Claims, including (a) diminution
in value of the Premises or any portion thereof, (b) damages for the loss or restriction on use of rentable or usable space of
the Premises, (c) damages arising from any adverse impact on marketing of space in the Premises or any portion thereof and (d)
sums paid in settlement of Claims that arise during or after the Term as a result of Tenant’s improper use of the Acid Neutralization
Tank, except to the extent such Claims result from the negligence or willful misconduct of any of the Landlord Parties. This indemnification
by Tenant includes costs incurred in connection with any investigation of site conditions or any clean-up, remediation, removal
or restoration required by any governmental authority caused by Tenant’s improper use of the Acid Neutralization Tank.


 



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4.4
Chemical Safety Program. Tenant shall establish and maintain a chemical safety program administered by a licensed, qualified
individual in accordance with the requirements of the Massachusetts Water Resources Authority (“MWRA”) and
any other applicable governmental authority. Tenant shall be solely responsible for all costs incurred in connection with such
chemical safety program, and Tenant shall provide Landlord with such documentation as Landlord may reasonably require evidencing
Tenant’s compliance with the requirements of (a) the MWRA and any other applicable governmental authority with respect to
such chemical safety program and (b) this Section 4,4. Tenant shall provide all such information regarding Tenant’s activities
in the Premises as may reasonably be necessary in order for Landlord to obtain and maintain during the Term (i) any permit required
by the MWRA (“MWRA Permit”) and (ii) a wastewater treatment operator license from the Commonwealth of Massachusetts
with respect to Tenant’s use of any acid neutralization tank serving the Building, Tenant shall not introduce anything into
the Acid Neutralization Tank serving the Building (x) in violation of the terms of the MWRA Permit, (y) in violation of Legal
Requirements or (z) that would interfere with the proper functioning of any such acid neutralization tank.


 


4.5
Parking and Traffic Demand Management Plan. In the event during the Term of this Lease, the Property becomes subject to a
Parking and Traffic Demand Management Plan with the City of Cambridge (as the same may be amended from time to time, the “PTDM”),
Tenant agrees, at its sole expense, to comply with the requirements of the PTDM, insofar as they apply to the Premises and/or
Tenant’s use and occupancy thereof.


 


4.6
Transportation of Animals.


 


(a)
No animals, animal waste, food or supplies relating to the animals maintained from time to time in the animal storage areas of
the Premises shall be transported within the Building except as provided in this Section 4.6. All deliveries of animals or animal
food or supplies to Tenant at the Building shall be made prior to 11:00 a.m. No transportation of animals, animal waste, food
or supplies within the Building shall occur between the hours of 11:00 a.m. and 1:00 p.m. At all times that animals are transported
within the Common Areas, they shall be transported in an appropriate cage or other container. At no time shall any animals, animal
waste, food or supplies relating to the animals be brought into, transported through, or delivered to the lobby of the Building
or be transported within the Building in elevators other than the freight elevator.


 


(b)
Tenant shall be responsible, at its sole expense, for the operations of the vivarium in accordance with all Legal Requirements
and with standard industry practices. Without limiting the general application of the foregoing, Tenant shall separately dispose
of all waste products from the operation of the vivarium, including, without limitation, dead animals, strictly in accordance
with Legal Requirements.


 



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5.
RENT; ADDITIONAL RENT


 


5.1
Base Rent. During the Term, Tenant shall pay to Landlord Base Rent in equal monthly installments, in advance and without demand
on the first day of each month for and with respect to such month. Unless otherwise expressly provided herein, the payment of
Base Rent and Additional Rent (collectively, “Rent”) shall commence on the Rent Commencement Date, and shall
be prorated for any partial months, Rent shall be payable to Landlord or, if Landlord shall so direct in writing, to Landlord’s
agent or nominee, in lawful money of the United States which shall be legal tender for payment of all debts and dues, public and
private, at the time of payment. All other charges and amounts payable by or due from Tenant to Landlord under this Lease shall
be deemed to be “Additional Rent”.


 


5.2
Management Fee Rent. Tenant shall pay to Landlord, as Additional Rent, a “Property Management Fee Rent”
equal to three percent (3%) of each payment of monthly Base Rent due under the Lease. The Property Management Fee Rent shall be
paid monthly to Landlord in the same manner and at the same time as the monthly Base Rent.


 


5.3
Taxes.


 


(a)
“Taxes” shall mean the real estate taxes and other taxes, levies and assessments imposed upon the Building
and the Land, and upon any personal property of Landlord used in the operation thereof, or on Landlord’s interest therein
or such personal property; charges, fees and assessments for transit, housing, police, fire or other services or purported benefits
to the Building and the Land (including without limitation any community preservation assessments); service or user payments in
lieu of taxes; and any and all other taxes, levies, betterments, assessments and charges arising from the ownership, leasing,
operation, use or occupancy of the Building and the Land or based upon rentals derived therefrom, which are or shall be imposed
by federal, state, county, municipal or other governmental authorities. From and after substantial completion of any occupiable
improvements constructed as part of a Future Development, if such improvements are not separately assessed, Landlord shall reasonably
allocate Taxes between the Building and such improvements and the land area associated with the same. Taxes shall not include
any inheritance, estate, succession, gift, franchise, rental, income or profit tax, capital stock tax, capital levy or excise,
or any income taxes arising out of or related to the ownership and operation of the Building and the Land, or similar taxes, fees,
duties, charges, assessments, or levies, provided, however, that any of the same and any other tax, excise, fee, levy, charge
or assessment, however described, that may in the future be levied or assessed as a substitute for or an addition to, in whole
or in part, any tax, levy or assessment which would otherwise constitute Taxes, whether or not now customary or in the contemplation
of the parties on the Execution Date of this Lease, shall constitute Taxes, but only to the extent calculated as if the Buildings
and the Land were the only real estate owned by Landlord. “Taxes” shall also include reasonable expenses (including
without limitation legal and consultant fees) of tax abatement or other proceedings contesting assessments or levies.


 


(b)
“Tax Period” shall be any fiscal/tax period in respect of which Taxes are due and payable to the appropriate
governmental taxing authority (i.e., as mandated by the governmental taxing authority), any portion of which period occurs during
the Term of this Lease,


 



    PAGE 12


     


    

 


(c)
Payment of Taxes. Tenant shall pay to Landlord, as Additional Rent, Tenant’s Building Share of Taxes relating to
or allocable to the Building and Tenant’s Share of Taxes relating to or allocable to the Land (collectively “Tax
Share”). Landlord may make a good faith estimate of the Taxes to be due by Tenant for any Tax Period or part thereof
during the Term, and Tenant shall pay to Landlord, on the Rent Commencement Date and on the first (1st) day of each calendar month
thereafter, an amount equal to Tenant’s Share of Taxes for such Tax Period or part thereof divided by the number of months
therein. Landlord may estimate and re-estimate Tenant’s Share of Taxes and deliver a copy of the estimate or re-estimate
to Tenant. Thereafter, the monthly installments of Tenant’s Share of Taxes shall be appropriately adjusted in accordance
with the estimations so that, by the end of the Tax Period in question, Tenant shall have paid all of Tenant’s Share of
Taxes as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when
actual Taxes are available for each Tax Period, If the total of such monthly remittances is greater than Tenant’s Share
of Taxes actually due for such Tax Period, then, provided no Event of Default has occurred nor any event which with the passage
of time and/or the giving of notice would constitute an Event of Default, Tenant may credit the difference against the next installment
of additional rent on account of Taxes due hereunder, except that if such difference is determined after the end of the Term,
Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference
exceeds any amounts then due from Tenant to Landlord. If the total of such remittances is less than Tenant’s Share of Taxes
actually due for such Tax Period, Tenant shall pay the difference to Landlord, as Additional Rent hereunder, within thirty (30)
days of Tenant’s receipt of an invoice therefor. Landlord’s estimate for the next Tax Period shall be based upon actual
Taxes for the prior Tax Period plus a reasonable adjustment based upon estimated increases or decreases in Taxes. The provisions
of this Section 5.3(c) shall survive the expiration or earlier termination of this Lease.


 


(d)
Effect of Abatements. Appropriate credit against Taxes shall be given for any refund obtained by reason of a reduction
in any Taxes by the assessors or the administrative, judicial or other governmental agency responsible therefor after deduction
of Landlord’s expenditures for reasonable legal fees and for other reasonable expenses incurred in obtaining the Tax refund.


 


(e)
Part Years. If the Rent Commencement Date or the Expiration Date occurs in the middle of a Tax Period, Tenant shall be
liable for only that portion of the Taxes, as the case may be, with respect to such Tax Period within the Term.


 


5.4
Late Payments.


 


(a)
Any payment of Rent due hereunder not paid when due shall bear interest for each month or fraction thereof from the due date until
paid in full at the annual rate of twelve percent (12%), or at any applicable lesser maximum legally permissible rate for debts
of this nature (the “Default Rate”).


 


(b)
Additionally, if Tenant fails to make any payment within five (5) days after the due date therefor, Landlord may charge Tenant
a fee, which shall constitute liquidated damages, equal to One Thousand and NO/lOO Dollars ($1,000.00) for each such late payment.


 



    PAGE 13


     


    

 


(c)
For each Tenant payment check to Landlord that is returned by a bank for any reason, Tenant shall pay a returned check charge
equal to the amount as shall be customarily charged by Landlord’s bank at the time.


 


(d)
Money paid by Tenant to Landlord shall be applied to Tenant’s account in the following order: first, to any unpaid Additional
Rent, including without limitation late charges, returned check charges, legal fees and/or court costs chargeable to Tenant hereunder;
and then to unpaid Base Rent.


 


(e)
The parties agree that the late charge referenced in Section 5.4(b) represents a fair and reasonable estimate of the costs that
Landlord will incur by reason of any late payment by Tenant, and the payment of late charges and interest are distinct and separate
in that the payment of interest is to compensate Landlord for the use of Landlord’s money by Tenant, while the payment of
late charges is to compensate Landlord for Landlord’s processing, administrative and other costs incurred by Landlord as
a result of Tenant’s delinquent payments. Acceptance of a late charge or interest shall not constitute a waiver of Tenant’s
default with respect to the overdue amount or prevent Landlord from exercising any of the other rights and remedies available
to Landlord under this Lease or at law or in equity now or hereafter in effect.


 


(f)
If Tenant during any six (6) month period shall be more than five (5) days delinquent in the payment of any installment of Rent
on three (3) or more occasions, then, notwithstanding anything herein to the contrary, Landlord may, by written notice to Tenant,
elect to require Tenant to pay all Base Rent and Additional Rent quarterly in advance. Such right shall be in addition to and
not in lieu of any other right or remedy available to Landlord hereunder or at law on account of Tenant’s default hereunder.


 


5.5
No Offset; Independent Covenants; Waiver. Rent shall be paid without notice or demand, and without setoff, counterclaim, defense,
abatement, suspension, deferment, reduction or deduction, except as expressly provided herein. TENANT WAIVES ALL RIGHTS (I)
TO ANY ABATEMENT, SUSPENSION, DEFERMENT, REDUCTION OR DEDUCTION OF OR FROM RENT, AND (II) TO QUIT, TERMINATE OR SURRENDER THIS
LEASE OR THE PREMISES OR ANY PART THEREOF, EXCEPT AS EXPRESSLY PROVIDED HEREIN. TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE
OBLIGATIONS OF TENANT HEREUNDER SHALL BE SEPARATE AND INDEPENDENT COVENANTS AND AGREEMENTS, THAT RENT SHALL CONTINUE TO BE PAYABLE
IN ALL EVENTS AND THAT THE OBLIGATIONS OF TENANT HEREUNDER SHALL CONTINUE UNAFFECTED, UNLESS THE REQUIREMENT TO PAY OR PERFORM
THE SAME SHALL HAVE BEEN TERMINATED PURSUANT TO AN EXPRESS PROVISION OF THIS LEASE. LANDLORD AND TENANT EACH ACKNOWLEDGES AND
AGREES THAT THE INDEPENDENT NATURE OF THE OBLIGATIONS OF TENANT HEREUNDER REPRESENTS FAIR, REASONABLE, AND ACCEPTED COMMERCIAL
PRACTICE WITH RESPECT TO THE TYPE OF PROPERTY SUBJECT TO THIS LEASE, AND THAT THIS AGREEMENT IS THE PRODUCT OF FREE AND INFORMED
NEGOTIATION DURING WHICH BOTH LANDLORD AND TENANT WERE REPRESENTED BY COUNSEL SKILLED IN NEGOTIATING AND DRAFTING COMMERCIAL LEASES
IN MASSACHUSETTS, AND THAT THE ACKNOWLEDGEMENTS AND AGREEMENTS CONTAINED HEREIN ARE MADE WITH FULL KNOWLEDGE OF THE HOLDING IN
WESSON V. LEONE ENTERPRISES, INC., 437 MASS. 708 (2002). SUCH ACKNOWLEDGEMENTS, AGREEMENTS AND WAIVERS BY TENANT ARE A
MATERIAL INDUCEMENT TO LANDLORD ENTERING INTO THIS LEASE.


 



    PAGE 14


     


    

 


5.6
Survival. Any payment obligations under this Section 5 which shall not have been paid at the expiration or earlier termination
of the Term shall survive such expiration or earlier termination and shall be paid when and as the amount of same shall be determined
and be due.


 


6.
INTENTIONALLY OMITTED.


 


7.
SECURITY DEPOSIT; LETTER OF CREDIT


 


7.1
Amount. Contemporaneously with the execution
of this Lease, Tenant shall deliver to Landlord either as Tenant shall so elect (i) cash in the amount specified in the Lease
Summary Sheet (the “Cash Security Deposit”), which shall be held by Landlord in accordance with Section 7.4
below, or (ii) an irrevocable letter of credit (the “Letter of Credit”) that shall (a) be in the
initial amount of $560,234.61; (b) be issued on the form attached hereto as Exhibit 5; (c) name Landlord as its beneficiary;
and (d) be drawn on an FDIC insured financial institution reasonably satisfactory to Landlord that satisfies both the Minimum
Rating Agency Threshold and the Minimum Capital Threshold (as those terms are defined below). The “Minimum Rating Agency
Threshold” shall mean that the issuing bank has outstanding unsecured, uninsured and unguaranteed senior long-term indebtedness
that is then rated (without regard to qualification of such rating by symbols such as “+” or “-” or numerical
notation) “Baa” or better by Moody’s Investors Service, Inc. and/or “BBB” or better by Standard
& Poor’s Rating Services, or a comparable rating by a comparable national rating agency designated by Landlord in its
discretion. The “Minimum Capital Threshold” shall mean that the Issuing Bank has combined capital, surplus
and undivided profits of not less than $10,000,000,000. The Letter of Credit (and any renewals or replacements thereof) shall
be for a term of not less than one (1) year. If the issuer of the Letter of Credit gives notice of its election not to renew such
Letter of Credit for any additional period, Tenant shall be required to deliver a substitute Letter of Credit satisfying the conditions
hereof at least thirty (30) days prior to the expiration of the term of such Letter of Credit. If the issuer of the Letter of
Credit fails to satisfy either or both of the Minimum Rating Agency Threshold or the Minimum Capital Threshold, Tenant shall be
required to deliver a substitute letter of credit from another issuer reasonably satisfactory to the Landlord and that satisfies
both the Minimum Rating Agency Threshold and the Minimum Capital Threshold not later than ten (10) business days after Landlord
notifies Tenant of such failure. Tenant agrees that it shall from time to time, as necessary, whether as a result of a draw on
the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in
effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder,
is in effect until a date which is at least sixty (60) days after the Expiration Date. If Tenant fails to furnish such renewal
or replacement at least sixty (60) days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord
may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) as a Security Deposit
pursuant to the terms of this Article 7. Any renewal or replacement of the original or any subsequent Letter of Credit shall meet
the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued
by a national bank reasonably satisfactory to Landlord at the time of the issuance thereof.


 



    PAGE 15


     


    

 


7.2
Application of Proceeds of Letter of Credit. Upon an Event of Default, or if any proceeding shall be instituted by or against
Tenant pursuant to any of the provisions of any Act of Congress or State law relating to bankruptcy, reorganizations, arrangements,
compositions or other relief from creditors (and, in the case of any proceeding instituted against it, if Tenant shall fail to
have such proceedings dismissed within thirty (30) days) or if Tenant is adjudged bankrupt or insolvent as a result of any such
proceeding, Landlord at its sole option may draw down all or a part of the Letter of Credit. The balance of any Letter of Credit
cash proceeds shall be held in accordance with Section 7.4 below. Should the entire Letter of Credit, or any portion thereof,
be drawn down by Landlord, Tenant shall, upon the written demand of Landlord, deliver a replacement Letter of Credit in the amount
drawn, and Tenant’s failure to do so within ten (10) days after receipt of such written demand shall constitute an additional
Event of Default hereunder. The application of all or any part of the cash proceeds of the Letter of Credit to any obligation
or default of Tenant under this Lease shall not deprive Landlord of any other rights or remedies Landlord may have nor shall such
application by Landlord constitute a waiver by Landlord.


 


7.3
Transfer of Letter of Credit. In the event that Landlord transfers its interest in the Premises, Tenant shall upon notice
from and at no cost to Landlord, deliver to Landlord an amendment to the Letter of Credit or a replacement Letter of Credit naming
Landlord’s successor as the beneficiary thereof. If Tenant fails to deliver such amendment or replacement within ten (10)
business days after written notice from Landlord, Landlord shall have the right to draw down the entire amount of the Letter of
Credit and hold the proceeds thereof in accordance with Section 7.4 below.


 


7.4
Cash Proceeds of Letter of Credit. Landlord shall hold the Cash Security Deposit and/or the balance of proceeds remaining
after a draw on the Letter of Credit (each hereinafter referred to as the “Security Deposit”) as security for
Tenant’s performance of all its Lease obligations. After an Event of Default, Landlord may apply the Security Deposit, or
any part thereof, to Landlord’s damages without prejudice to any other Landlord remedy. Landlord has no obligation to pay
interest on the Security Deposit and may co-mingle the Security Deposit with Landlord’s funds. If Landlord conveys its interest
under this Lease, the Security Deposit, or any part not applied previously, may be turned over to the grantee in which case Tenant
shall look solely to the grantee for the proper application and return of the Security Deposit.


 


7.5
Return of Security Deposit or Letter of Credit. Should Tenant comply with all of such terms, covenants and conditions and
promptly pay all sums payable by Tenant to Landlord hereunder, the Security Deposit and/or Letter of Credit or the remaining proceeds
therefrom, as applicable, shall be returned to Tenant within sixty (60) days after the end of the Term, less any portion thereof
which may have been utilized by Landlord to cure any default or applied to any actual damage suffered by Landlord.


 



    PAGE 16


     


    

 


7.6
Reduction in Security Deposit or Letter of Credit. Notwithstanding anything herein to the contrary, provided that no Default
by Tenant of any of its obligations under the Lease occurs (i) at any time prior to the Effective Reduction Date, as hereinafter
defined, and (ii) on the Effective Reduction Date (the “Reduction Conditions”), the Security Deposit shall
be reduced to $420,175.96 (the “Reduced Security Deposit Amount”) effective as of January 31, 2019 (the “Effective
Reduction Date”). In no event shall the Security Deposit ever be reduced below $420,175.96. Any reduction in the Security
Deposit shall be accomplished as follows:


 


(a)
If the Security Deposit is in the form of a Letter of Credit, then so long as the Reduction Conditions have been met Tenant shall,
on or after the Effective Reduction Date, either deliver to Landlord a replacement Letter of Credit which satisfies the requirements
of this Section in the Reduced Security Deposit Amount, in substitution of the Letter of Credit which Landlord is then holding,
or deliver to Landlord an amendment to the Letter of Credit which Landlord is then holding, which amendment shall reduce the amount
of said Letter of Credit to the Reduced Security Deposit Amount and shall be in form and substance reasonably acceptable to Landlord.


 


(b)
If the Security Deposit is in the form of a cash security deposit, then Tenant shall, on or after the Effective Reduction Date,
request such reduction in a written notice to Landlord, and Landlord shall, within ten (10) business days after its receipt of
such request, provide to Tenant a partial refund of the Security Deposit so that Landlord will be holding the Reduced Security
Deposit Amount (i.e., $420,175.96).


 


If
the Reduction Conditions are not met on the Effective Reduction Date, then there shall be no reduction in the Security Deposit.
Notwithstanding anything to the contrary contained herein, if Landlord declines to allow the reduction of the Security Deposit
as of the Effective Reduction Date by reason of Tenant’s failure to be in compliance with the Reduction Conditions, Tenant
shall be entitled to such reduction of the Security Deposit if Tenant subsequently cures all outstanding defaults and, at the
time that it cures all such defaults, Tenant then satisfies both of the Reduction Conditions.


 


8.
INTENTIONALLY OMITTED


 


9.
UTILITIES, LANDLORD’S SERVICES


 


9.1
Electricity. Commencing as of the Term Commencement Date, Tenant shall pay all charges for electricity furnished to the Premises,
Storage Premises, and PH System Premises and any equipment exclusively serving the same, as Additional Rent, based on applicable
existing (or replacement) metering equipment, which equipment records consumption at the Premises, Storage Premises, and PH System
Premises. Tenant shall, at Tenant’s sole cost and expense, maintain and keep in good order, condition and repair the metering
equipment used to measure electricity furnished to the Premises, Storage Premises, and PH System Premises, and any equipment exclusively
serving the same. Tenant shall pay the full amount of any charges attributable to such meter or sub-meter on or before the due
date therefor either to Landlord or directly to the supplier thereof, at the Landlord’s direction.


 



    PAGE 17


     


    

 


9.2
Water. Commencing on the Term Commencement Date, if not paid directly by Tenant to its water service provider, Tenant shall
pay all charges for water furnished to the Premises and/or any equipment exclusively serving the Premises as Additional Rent,
based on Landlord’s reasonable estimates if there is not any applicable metering or sub-metering equipment showing Tenant’s
actual usage. At Tenant’s request, Landlord shall provide Tenant with reasonable back-up documentation regarding the total
charges and the method of allocating the charges to Tenant. If not separately metered, Landlord may elect to furnish and install
in a location approved by Landlord in or near the Premises any necessary metering or sub-metering equipment reasonably acceptable
to Landlord and the supplier thereof to be used to measure water furnished to the Premises and any equipment exclusively serving
the same. If applicable, Tenant shall, at Tenant’s sole cost and expense, maintain and keep in good order, condition and
repair the metering equipment used to measure water furnished to the Premises and any equipment exclusively serving the same.
Tenant shall pay the full amount of any charges attributable to such meter or sub-meter on or before the due date therefor either
to Landlord or directly to the supplier thereof, at Landlord’s election.


 


9.3
Gas. Tenant shall pay all charges for gas furnished to the Premises and/or any equipment exclusively serving the Premises
as Additional Rent, based on applicable existing (or replacement) airflow metering equipment which equipment records consumption
at the Premises. Tenant shall, at Tenant’s sole cost and expense, maintain and keep in good order, condition and repair
the metering equipment used to measure gas furnished to the Premises and any equipment exclusively serving the same. Tenant shall
pay the full amount of any charges attributable to such meter on or before the due date therefor either to Landlord or directly
to the supplier thereof, as the Landlord’s discretion.


 


9.4
Other Utilities. Subject to Landlord’s reasonable rules and regulations governing the same, Tenant shall obtain and
pay, as and when due, for all other utilities and services consumed in and/or furnished to the Premises, together with all taxes,
penalties, surcharges and maintenance charges pertaining thereto.


 


9.5
Interruption or Curtailment of Utilities. When necessary by reason of accident or emergency, or for repairs, alterations,
replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, Landlord reserves
the right, upon as much prior notice to Tenant as is practicable under the circumstances and no less than twenty- four (24) hours’
notice except in the event of an emergency, to interrupt, curtail, or stop (i) the furnishing of hot and/or cold water, and (ii)
the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any
such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of Rent or other compensation
due from Landlord to Tenant hereunder, nor, except as set forth in Section 9.7, shall this Lease be affected or any of Tenant’s
obligations hereunder reduced, and Landlord shall have no responsibility or liability for any such interruption, curtailment,
stoppage, or suspension of services or systems.


 



    PAGE 18


     


    

 


9.6
Landlord’s Services. Landlord shall maintain the existing common Building systems in good condition throughout the Term
of the Lease. In addition to the services provided by Landlord, Tenant shall have (x) the right to use the loading dock, dumpster
and/or compactor, and freight elevator services for the Building on a non-discriminatory, first-come, first served basis, it being
understood that the use of the freight elevator, dumpster and/or compactor, and loading dock must be scheduled in advance with
Landlord but there shall be no charge for any such usage, and (y) such other services as Landlord reasonably determines are necessary
or appropriate for the Property, including any services Landlord provides generally to tenants or other occupants of the Science
Building. If Landlord, at Tenant’s request, provides any services which are not Landlord’s express obligation under
this Lease, including, without limitation, any repairs which are Tenant’s responsibility pursuant to Section 10.1 below,
Tenant shall pay Landlord, or such other party designated by Landlord, the cost of providing such service plus a reasonable administrative
charge. Except in emergencies, as reasonably determined by Landlord, Landlord shall use reasonable efforts to notify Tenant of
Landlord’s estimate of the cost of providing such services and any associated administrative charges prior to providing
such service(s). If Tenant wishes to obtain such services which are not Landlord’s express obligation under this Lease from
third party vendors other than Landlord, Tenant may do so, subject to Landlord’s reasonable approval of such services and
provided that (i) any such third party vendors are approved by Landlord (which approval shall not be unreasonably withheld, conditioned
or delayed), (ii) such third party vendors provide Landlord with evidence of amounts and types of insurance as may be reasonably
required by Landlord, (iii) such third party vendors comply with the applicable rules and regulations for the Building, and (iv)
such third party vendors will not cause a labor disruption vis a vis other vendors or contractors in the Building, as determined
by Landlord in Landlord’s reasonable discretion. Tenant shall provide its own cleaning services to the Premises according
to cleaning standards generally prevailing in comparable research and development buildings in the City of Cambridge and according
to any cleaning specifications adopted by Landlord from time to time during the Term of this Lease.


 


9.7
Tenant’s Remedies in the Event of Service Interruption.


 


(a)
Abatement of Base Rent. In the event that: (i) there shall be an interruption, curtailment or suspension of any utility
service described above in this Section 9 or failure to perform any obligation required to be provided or performed by Landlord
pursuant to Sections 9 or 10.2 (and no reasonably equivalent alternative service or supply is provided by Landlord) that shall
materially interfere with Tenant’s use and enjoyment of the Premises, or any portion thereof (any such event, a “Service
Interruption”), and (ii) such Service Interruption shall continue for five (5) consecutive business days following
receipt by Landlord of written notice (the “Service Interruption Notice”) from Tenant describing such Service
Interruption (“Abatement Service Interruption Cure Period”), and (iii) such Service Interruption shall
not have been caused by Tenant Fault, as defined in Section 9.7(b) below (an event that satisfies the foregoing conditions (i)-(iii)
being referred to hereinafter as a “Material Service Interruption”) then, Tenant, subject to the next following
sentence, shall be entitled to an equitable abatement of Base Rent, Management Fee Rent, and Tax Share based on the nature and
duration of the Material Service Interruption and the area of the Premises, Storage Premises, and/or PH System Premises affected,
for any and all days following the Material Service Interruption Cure Period that the Material Service Interruption is continuing. The Abatement Service Interruption Cure Period shall be extended by reason of any delays in Landlord’s ability to cure
the Service Interruption in question caused by causes beyond Landlord’s reasonable control, provided however, that in no
event shall the Abatement Service Interruption Cure Period with respect to any Service Interruption be longer than ten (10) consecutive
business days after Landlord receives the applicable Service Interruption Notice.


 



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(b)
Tenant’s Termination Right. In the event that: (i) a Service Interruption occurs, and (ii) such Service Interruption
continues for a period of ninety (90) consecutive days after Landlord receives a Service Interruption Notice with respect to such
Service Interruption (“Termination Service Interruption Cure Period”), and (iii) such Service Interruption
shall not have been caused by the default, negligence or willful misconduct of Tenant or any of the Tenant Parties or Tenant’s
invitees (any such cause being referred to as “Tenant Fault”), then Tenant shall have the right to terminate
this Lease by giving a written termination notice to Landlord after the expiration of the Termination Service Interruption Cure
Period. If such Service Interruption is cured within ten (10) days (“Post-Termination Notice Cure Period”)
after Landlord receives such termination notice, then Tenant shall have no right to terminate this Lease based upon such Service
Interruption and Tenant’s termination notice shall be of no force or effect. If such condition is not cured within the Post-Termination
Notice Cure Period, then the term of the Lease shall terminate as of the expiration of the Post-Termination Cure Period. The Termination
Service Interruption Cure Period and the Post-Termination Notice Cure Period shall each be extended by reason of any delays in
Landlord’s ability to cure the Service Interruption in question caused by causes beyond Landlord’s reasonable control,
provided however, that in no event shall the aggregate extension of the Termination Service Interruption Cure Period and the Post-Termination
Notice Cure Period by reason of causes beyond Landlord’s reasonable control exceed thirty (30) days.


 


(c)
In the event of any Service Interruption, Landlord will use all commercially reasonable efforts to restore any Service Interruption
as soon as is reasonably practicable.


 


(d)
The provisions of this Section 9,7 shall not apply in the event of a Service Interruption caused by Casualty or Taking (see Section
15 hereof).


 


(e)
The provisions of this Section 9.7 set forth Tenant’s sole rights and remedies, both in law and in equity, in the event
of any Service Interruption.


 


9.8
Tenant Right to Request Back-Up for Utility Costs.


 


Landlord
shall, within fifteen (15) days of Landlord’s receipt ofwritten request from Tenant, from time to time, provide to Tenant
reasonable evidence (e.g. invoices and metering readings) of the amounts payable by Tenant under this Section 9.


 


10.
MAINTENANCE AND REPAIRS


 


10.1
Maintenance and Repairs by Tenant. Tenant shall keep neat and clean and free of insects, rodents, vermin and other pests and
in good repair, order and condition the Premises, including without limitation the entire interior of the Premises, all electronic,
phone and data cabling and related equipment that is installed by or for the exclusive benefit of the Tenant (whether located
in the Premises or other portions of the Building), all fixtures, equipment and lighting therein, electrical equipment wiring,
doors, non-structural walls, windows and floor coverings, reasonable wear and tear and damage by Casualty excepted. Subject to
Landlord’s obligations in Section 10.2 below, Tenant shall be solely responsible, at Tenant’s sole cost and expense,
for the proper maintenance of: (i) all building systems (including, without limitation, life safety, sanitary, electrical, heating,
air conditioning, plumbing, security or other systems) located within the Premises, and (ii) all equipment and appliances located
within and exclusively serving the Premises.


 



    PAGE 20


     


    

 


10.2
Maintenance and Repairs by Landlord. Except as otherwise provided in Section 15, and subject to Tenant’s obligations
in Section 10.1 above, Landlord shall maintain and keep in reasonable condition: (i) all common Building systems providing services
to the Premises, Storage Premises, and PH System Premises (including, without limitation, life safety, sanitary, electrical, heating,
air conditioning, plumbing, security or other systems) to the point of connection in the Premises, Storage Premises, and PH System
Premises, (ii) the Building foundation, (iii) the roof, and (iv) the Building structure, structural floor slabs and columns, all
in good repair, order and condition. In addition, Landlord shall operate and maintain the Common Areas in substantially the same
manner as comparable combination office and laboratory facilities in the vicinity of the Premises.


 


10.3
Accidents to Sanitary and Other Systems. Tenant shall give to Landlord prompt notice of any fire or accident in the Premises
or in the Building and of any damage to, or defective condition in, any part or appurtenance of the Building including, without
limitation, sanitary, electrical, ventilation, heating and air conditioning or other systems located in, or passing through, the
Premises. Except as otherwise provided in Section 15, and subject to Tenant’s obligations in Section 10.1 above, such damage
or defective condition shall be remedied by Landlord with reasonable diligence, but, subject to Section 14.5 below, if such damage
or defective condition was caused by any Tenant Parties, the cost to remedy the same shall be paid by Tenant.


 


10.4
Floor Load—Heavy Equipment. Tenant and/or any occupants of the Premises shall not place a load upon any floor of the
Premises exceeding the floor load per square foot of area which such floor was designed to carry and which is allowed by Legal
Requirements. Landlord reserves the right to prescribe the weight and position of all safes, heavy machinery, heavy equipment,
freight, bulky matter or fixtures (collectively, “Heavy Equipment”), which shall be placed so as to distribute
the weight. Heavy Equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient in Landlord’s
reasonable judgment to absorb and prevent vibration, noise and annoyance to other Building tenants. Tenant shall not move any
Heavy Equipment into or out of the Building without giving Landlord prior written notice thereof and observing all of Landlord’s
Rules and Regulations with respect to the same. If such Heavy Equipment requires special handling, Tenant agrees to employ only
persons holding a Master Rigger’s License to do said work, and that all work in connection therewith shall comply with Legal
Requirements. Any such moving shall be at the sole risk and hazard of Tenant and Tenant will defend, indemnify and save Landlord
Parties harmless from and against any and all claims, damages, losses, penalties, costs, expenses and fees (including without
limitation reasonable legal fees) (collectively, “Claims”) resulting directly or indirectly from such moving,
except to the extent such Claims are caused by the negligence or willful misconduct of any of the Landlord Parties. Proper placement
of all Heavy Equipment in the Premises shall be Tenant’s responsibility.


 



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10.5
Premises Cleaning. Tenant shall be responsible, at its sole cost and expense, for janitorial and trash removal services and
other biohazard disposal services for the Premises, including the laboratory areas thereof. Such services shall be performed by
licensed (where required by law or governmental regulation), insured and qualified contractors approved in advance, in writing,
by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned) and on a sufficient basis to ensure that
the Premises are at all times kept neat and clean.


 


10.6
Pest Control. Tenant, at Tenant’s sole cost and expense, shall cause the Premises to be exterminated on a monthly basis
to Landlord’s reasonable satisfaction and shall cause all portions of the Premises used for the storage, preparation, service
or consumption of food or beverages to be cleaned daily in a manner reasonably satisfactory to Landlord, and to be treated against
infestation by insects, rodents and other vermin and pests whenever there is evidence of any infestation. Tenant shall not permit
any person to enter the Premises for the purpose of providing such extermination services, unless such persons have been approved
by Landlord. If requested by Landlord, Tenant shall, at Tenant’s sole cost and expense, store any refuse generated in the
Premises by the consumption of food or beverages in a cold box or similar facility.


 


11.
ALTERATIONS AND IMPROVEMENTS BY TENANT


 


11.1
Landlord’s Consent Required. Tenant shall not make any alterations, decorations, installations, removals, additions
or improvements (“Alterations”) in or to the Premises without Landlord’s prior written approval of the
contractors), written plans and specifications and a time schedule therefor. Landlord reserves the right to require that Tenant
use Landlord’s preferred vendor(s) for any Alterations that involve roof penetrations, alarm tie-ins, sprinklers, fire alarm
and other life safety equipment. Tenant shall not make any amendments or additions to plans and specifications approved by Landlord
without Landlord’s prior written consent. Landlord’s approval of non-structural Alterations shall not be unreasonably
withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion (a)
to any Alteration to or affecting the fixed lab benches, fume hoods, roof and/or building systems, (b) with respect to matters
of aesthetics relating to Alterations to or affecting the exterior of the Building, and (c) to any Alteration affecting the Building
structure. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation,
compliance with Legal Requirements, functionality of design, the structural integrity of the design, the configuration of the
Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s
plans shall in no event relieve Tenant of the responsibility for such design. In seeking Landlord’s approval, Tenant shall
provide Landlord, at least fourteen (14) days in advance of any proposed construction, with plans, specifications, bid proposals,
certified stamped engineering drawings and calculations by Tenant’s engineer of record or architect of record, (including
connections to the Building’s structural system, modifications to the Building’s envelope, non- structural penetrations
in slabs or walls, and modifications or tie-ins to life safety systems), work contracts, requests for laydown areas and such other
information concerning the nature and cost of the alterations as Landlord may reasonably request. Landlord shall have no liability
or responsibility for any claim, injury or damage alleged to have been caused by the particular materials (whether building standard
or non-building standard), appliances or equipment selected by Tenant in connection with any work performed by or on behalf of
Tenant. Except as otherwise expressly set forth herein, all Alterations shall be done at Tenant’s sole cost and expense
and at such times and in such manner as Landlord may from time to time reasonably designate. If Tenant shall make any Alterations,
then (unless otherwise stated by Landlord in its consent to the performance of such Alteration) Landlord may elect to require
Tenant at the expiration or sooner termination of the Term to restore the Premises to substantially the same condition as existed
immediately prior to the Alterations, ordinary wear and tear excepted. Tenant shall provide Landlord with reproducible record
drawings (in CAD format) of all Alterations within sixty (60) days after completion thereof. Within thirty (30) days after substantial
completion of any Alteration, Tenant shall provide Landlord with an air balance report, in form and substance reasonably acceptable
to Landlord, from an engineer reasonably acceptable to Landlord.


 



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11.2
After-Hours. Landlord and Tenant recognize that to the extent Tenant elects to perform some or all of the Alterations during
times other than normal construction hours (i.e., Monday-Friday, 7:00 a.m. to 3:00 p.m., excluding holidays), Landlord may need
to make arrangements to have supervisory personnel on site. Accordingly, Landlord and Tenant agree as follows: Tenant shall give
Landlord at least two (2) business days’ prior written notice of any time outside of normal construction hours when Tenant
intends to perform any Alterations (the “After-Hours Work”). Tenant shall reimburse Landlord, within ten (10)
days after demand therefor, for the cost of Landlord’s supervisory personnel overseeing the After-Hours Work. In addition,
if construction during normal construction hours unreasonably disturbs other tenants of the Building, in Landlord’s sole
discretion, Landlord may require Tenant to stop the performance of Alterations during normal construction hours and to perform
the same after hours, subject to the foregoing requirement to pay for the cost of Landlord’s supervisory personnel.


 


11.3
Harmonious Relations. Tenant agrees that it will not, either directly or indirectly, use any contractors and/or materials
if their use will create any difficulty, whether in the nature of a labor dispute or otherwise, with other contractors and/or
labor engaged by Tenant or Landlord or others in the construction, maintenance and/or operation of the Building, the Property
or any part thereof. In the event of any such difficulty, upon Landlord’s request, Tenant shall cause all contractors, mechanics
or laborers causing such difficulty to leave the Property immediately.


 


11.4
Liens. No Alterations shall be undertaken by Tenant until (i) Tenant has made provision for written waiver of liens from all
contractors for such Alteration and taken other appropriate protective measures approved and/or required by Landlord, in the exercise
of its reasonable discretion; and (ii) Tenant has procured appropriate surety payment and performance bonds which shall name Landlord
as an additional obligee and has filed lien bond(s) (in jurisdictions where available) on behalf of such contractors. Any mechanic’s
lien filed against the Premises or the Building for work claimed to have been done for, or materials claimed to have been furnished
to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense by filing the bond
required by law or otherwise.


 


11.5
General Requirements. Unless Landlord and Tenant otherwise agree in writing, Tenant shall (a) procure or cause others to procure
on its behalf all necessary permits before undertaking any Alterations in the Premises (and provide copies thereof to Landlord);
(b) perform all of such Alterations in a good and workmanlike manner, employing materials of good quality’ and in compliance
with Landlord’s reasonable construction rules and regulations promulgated pursuant to Section 18, all insurance requirements
of this Lease, and Legal Requirements; and (c) defend, indemnify and hold the Landlord Parties harmless from and against any and
all Claims occasioned by or growing out of such Alterations, except to the extent such Claims are caused by negligence or willful
misconduct of any of the Landlord Parties.


 



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12.
SIGNAGE


 


12.1
Restrictions. Tenant shall have the right to install Building standard signage identifying Tenant’s business at the
entrance to the Premises, which signage shall be subject to Landlord’s prior written consent (which consent shall not be
unreasonably withheld, conditioned or delayed). Subject to the foregoing, and subject to Section 12.2 below, Tenant shall not
place or suffer to be placed or maintained on the exterior of the Premises, or any part of the interior visible from the exterior
thereof, any sign, banner, advertising matter or any other thing of any kind (including, without limitation, any hand-lettered
advertising), and shall not place or maintain any decoration, letter or advertising matter on the glass of any window or door
of the Premises without first obtaining Landlord’s written approval. Landlord hereby confirms that Landlord has consented
to Tenant’s continued usage of signs, blinds and/or other window coverings in place as of the Execution Date.


 


12.2
Monument Signage. Provided that: (i) no Default of Tenant has occurred hereunder and (ii) Tenant is occupying not less than
22,581 rentable square feet in the Building (collectively, the “Monument Sign Conditions”), Tenant shall have
the right, at Tenant’s sole cost and expense, to continue to maintain the existing installation of one (1) identification
sign (the “Monument Sign”), consisting of the name and/or logo of Tenant, on the existing monument which serves
the Building, for the initial Term of the Lease, and any extensions thereof, subject to maintenance and removal of such Monument
Sign (including, without limitation, the repair and cleaning of the existing monument facade upon removal of such Monument Sign)
shall be performed at Tenant’s sole cost and expense in accordance with the terms and conditions governing alterations pursuant
to Section 11 hereof. Notwithstanding the foregoing provisions of this Section 12.2 to the contrary, (i) within thirty (30) days
after the date on which there occurs, and remains uncured, a failure of any of the Monument Sign Conditions, or (ii) immediately
upon the expiration or earlier termination of the Term of the Lease, Tenant shall, at Tenant’s cost and expense, remove
the Monument Sign and restore all damage to the monument caused by the installation and/or removal of such Monument Sign, normal
wear and tear excepted, which removal and restoration shall be performed in accordance with the terms and conditions governing
alterations pursuant to Section 11 hereof. The right to the Monument Sign granted pursuant to this Section 12,2 is personal to
Tenant, and may not be exercised by any occupant, subtenant, or other assignee of Tenant, other than an Affiliated Entity.


 


12.3
Building Directory. Landlord shall list Tenant within the directory in the Building lobby at Landlord’s sole cost and
expense. Subject to reasonable limits on the number of lines on the directory Landlord can provide and all such additional signage
in the lobby directory, Landlord shall add the names of any approved subtenants or licensees occupying any portion of the Premises
at Tenant’s sole cost and expense. Tenant, at Tenant’s sole cost and expense, may install building standard signage
at the entrance to Tenant’s Premises on the first floor in accordance with plans and specifications therefor that have been
approved in advance, in writing by Landlord. Landlord confirms that Tenant’s shall continue to maintain Tenant’s existing
listings in the tenant directory of the Building.


 



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13.
ASSIGNMENT, MORTGAGING AND SUBLETTING


 


13.1
Landlord’s Consent Required. Tenant shall not mortgage or encumber this Lease or in whole or in part whether at one
time or at intervals, operation of law or otherwise, Except as expressly otherwise set forth herein, Tenant shall not, without
Landlord’s prior written consent, assign, sublet, license or transfer this Lease or the Premises (which may include, in
connection therewith, the Storage Premises and/or the PH Systems Premises) in whole or in part by operation of law or otherwise,
or permit the occupancy of all or any portion of the Premises by any person or entity other than Tenant’s employees (each
of the foregoing, a “Transfer”). Notwithstanding anything in this Section 13 that may be to the contrary, a
public offering of Tenant’s and any Tenant Affiliate’s stock or the private placement of stock of Tenant or any Tenant
Affiliate shall not be deemed to be a Transfer and shall not require Landlord’s consent. Any purported Transfer made without
Landlord’s consent, if required hereunder, shall be void and confer no rights upon any third person, provided that if there
is a Transfer, Landlord may collect rent from the transferee without waiving the prohibition against Transfers, accepting the
transferee, or releasing Tenant from full performance under this Lease. In the event of any Transfer in violation of this Section
13, Landlord shall have the right to terminate this Lease upon thirty (30) days’ written notice to Tenant given within sixty
(60) days after receipt of written notice from Tenant to Landlord of any Transfer, or within one (1) year after Landlord first
learns of the Transfer if no notice is given. No Transfer shall relieve Tenant of its primary obligation as party Tenant hereunder,
nor shall it reduce or increase Landlord’s obligations under this Lease.


 


13.2
Landlord’s Recapture Right.


 


(a)
Subject to Section 13.7 below, Tenant shall, prior to offering or advertising the Premises or any portion thereof for a Transfer,
give a written notice (the “Recapture Notice”) to Landlord which: (i) states that Tenant desires to make a
Transfer, (ii) identifies the affected portion of the Premises (the “Recapture Premises”), (iii) identifies
the period of time (the “Recapture Period”) during which Tenant proposes to sublet the Recapture Premises,
or indicates that Tenant proposes to assign its interest in this Lease, and (iv) offers to Landlord to terminate this Lease with
respect to the Recapture Premises (in the case of a proposed assignment of Tenant’s interest in this Lease or a subletting
for the remainder of the term of this Lease) or to suspend the Term for the Recapture Period (i.e., the Term with respect to the
Recapture Premises shall be terminated during the Recapture Period and Tenant’s rental obligations shall be proportionately
reduced). Landlord shall have fifteen (15) days within which to respond to the Recapture Notice.


 


(b)
If Tenant does not enter into a Transfer on the terms and conditions contained in the Recapture Notice on or before the date which
is one hundred eighty (180) days after the earlier of: (x) the expiration of the 15 day period specified in Section 13.2(a) above,
or (y) the date that Landlord notifies Tenant that Landlord will not accept Tenant’s offer contained in the Recapture Notice,
time being of the essence, then prior to entering into any Transfer after such 180-day period, Tenant must deliver to Landlord
a new Recapture Notice in accordance with Section 13.2(a) above


 



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(c)
Notwithstanding anything to the contrary contained herein, if Landlord notifies Tenant that it accepts the offer contained in
the Recapture Notice or any subsequent Recapture Notice, Tenant shall have the right, for a period of fifteen (15) days following
receipt of such notice from Landlord, time being of the essence, to notify Landlord in writing that it wishes to withdraw
such offer and this Lease shall continue in full force and effect.


 


(d)
Landlord shall have no recapture right, and this Section 13.2 shall not apply, with respect to any Transfer to an Affiliated Entity
or Successor.


 


13.3
Standard of Consent to Transfer. Subject to the provisions of this Section 13, Landlord shall not unreasonably withhold, condition
or delay its consent to a Transfer to a person or entity which will use the Premises for the Permitted Uses and, in Landlord’s
reasonable opinion: (a) has a tangible net worth and other financial indicators sufficient to meet the transferee’s obligations
under the Transfer instrument in question; (b) has a business reputation compatible with the operation of a first-class combination
laboratory, research, development and office building; and (c) the intended use of such entity does not violate any restrictive
use provisions then in effect with respect to the Building. When the consent of Landlord is required, consent shall be given within
twenty-five (25) days from the date of Landlord’s receipt from Tenant of: (i) Tenant’s written request for consent
and (ii) all information reasonably required by Landlord to make a decision regarding such Transfer Request (collectively, the
“Transfer Request”). Tenant shall reimburse Landlord for all reasonable out-of-pocket expenses, as set forth
in Section 25.7, incurred by Landlord in reviewing the Transfer Request. If Landlord fails to grant its consent or if consent
is not affirmatively withheld for a good reason within such twenty-five (25) day period, then Tenant shall have the right to give
Landlord a reminder notice specifically identifying the provisions of Section 13.3 and advising Landlord, IN PROMINENT BOLD
TYPE, of the effect of Landlord’s failure timely to respond to such reminder notice. If Landlord does not respond in
writing to such reminder notice within five (5) business days after Landlord’s receipt of such reminder notice, then Landlord
shall be conclusively deemed to have consented to such Transfer Request.


 


13.4
INTENTIONALLY OMITTED.


 


13.5
Profits In Connection with Transfers. Tenant shall, within thirty (30) days of receipt thereof, pay to Landlord fifty percent
(50%) of any profits received by Tenant in connection with any Transfer. Such profits shall be defined as rent or other consideration
to be paid or given to any Tenant Parties in connection with any Transfer, either initially or over time, after deducting: (a)
the reasonable amount of the following costs incurred by Tenant in connection with such Transfer: construction costs and construction
allowances, out-of-pocket legal, architectural and engineering, and brokerage fees and expenses, and (b) the amount of Rent payable
to Landlord by Tenant with respect to the portion of the Premises subject to such Transfer.


 


13.6
Conditions to Transfers. Notwithstanding any contrary provision of this Lease, Tenant shall have no right to make a Transfer
unless on both (i) the date on which Tenant notifies Landlord of its intention to enter into a Transfer and (ii) the date on which
such Transfer is to take effect, Tenant is not in monetary or material non-monetary default of Tenant’s obligations under
this Lease. Notwithstanding anything to the contrary contained herein, Tenant agrees that in no event shall Tenant make a Transfer
to (a) any government agency; or (b) any tenant, subtenant or occupant of other space in the Building, unless the Landlord cannot
satisfy the needs of such tenant, subtenant, or occupant as to the term, or size of premises required by such tenant, subtenant
or occupant; or (c) any entity with whom Landlord shall have negotiated for space in the Property in the six (6) months immediately
preceding such proposed Transfer, as evidenced by showing space to a representative of such entity.


 



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13.7
Exceptions to Requirement for Consent. Notwithstanding anything to the contrary herein contained, Tenant shall have the right,
without obtaining Landlord’s consent and without giving Landlord a Recapture Notice, to make a Transfer to (a) an Affiliated
Entity (hereinafter defined) so long as such entity remains in such relationship to Tenant, and/or (b) a Successor, provided that
prior to or simultaneously with any such Transfer, such Affiliated Entity or Successor, as the case may be, and Tenant execute
and deliver to Landlord an assignment and assumption agreement in form and substance reasonably acceptable to Landlord whereby
such Affiliated Entity or Successor, as the case may be, shall agree to be independently bound by and upon all the covenants,
agreements, terms, provisions and conditions set forth in the Lease on the part of Tenant to be performed, and whereby such Affiliated
Entity or Successor, as the case may be, shall expressly agree that the provisions of this Section 13 shall, notwithstanding such
Transfer, continue to be binding upon it with respect to all future Transfers. For the purposes hereof, an “Affiliated
Entity” shall be defined as any person or entity (a) that has a net worth and other financial indicators demonstrating
such person or entity’s ability to perform all of Tenant’s obligations hereunder, as evidenced by its financial statements
in a form reasonably acceptable to Landlord and certified as accurate by such person or the chief financial officer of such tenant
entity, as the case may be, or, alternatively, by a certified public accountant reasonably acceptable to Landlord; and (b) which
is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, a “Successor”
shall be defined as any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all
or substantially all of Tenant’s stock or assets, provided that the surviving entity shall have a net worth and other financial
indicators sufficient to meet Tenant’s obligations hereunder.


 


14.
INSURANCE; INDEMNIFICATION; EXCULPATION


 


14.1
Tenant’s Insurance.


 


(a)
Tenant shall procure, pay for and keep in force throughout the Term (and for so long thereafter as Tenant remains in occupancy
of the Premises) commercial general liability insurance insuring Tenant on an occurrence basis against all claims and demands
for personal injury liability (including, without limitation, bodily injury, sickness, disease, and death) or damage to property
which may be claimed to have occurred from and after the time any of the Tenant Parties shall first enter the Premises, of not
less than Two Million Dollars ($2,000,000), and from time to time thereafter shall be not less than such higher amounts, if procurable,
as may be reasonably required by Landlord, Tenant shall also carry umbrella liability coverage in an amount of no less than Three
Million Dollars ($3,000,000), Such policy shall also include contractual liability coverage covering Tenant’s liability
assumed under this Lease, including without limitation, Tenant’s indemnification obligations. Such insurance policy(ies)
shall name Landlord, Landlord’s managing agent and persons claiming by, through or under them, if any, as additional insureds.
Notwithstanding the foregoing, so long as the holder of Tenant’s interest under this Lease is Horizon Discovery Inc., Tenant
shall have the right, in lieu of maintaining a base commercial general liability policy with a limit of not less than Two Million
Dollars ($2,000,000) and an umbrella liability coverage policy in an amount not less than Three Million Dollars ($3,000,000),
to maintain (i) a base commercial general liability policy of not less than One Million Dollars ($1,000,000) that names Landlord
and any Landlord Parties as additional insureds and (ii) an umbrella policy of not less than Four Million Dollars ($4,000,000)
that does not name Landlord or any Landlord Parties as additional insureds but indemnifies Landlord and the Landlord Parties for
any claims covered under such umbrella policy.


 



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(b)
Tenant shall take out and maintain throughout the Term a policy of fire, vandalism, malicious mischief, extended coverage and
so-called “all risk” coverage insurance in an amount equal to one hundred percent (100%) of the replacement cost insuring
(i) all items or components of Alterations (collectively, the “Tenant-Insured Improvements”), and (ii) all
of Tenant’s furniture, equipment, fixtures and property of every kind, nature and description related or arising out of
Tenant’s leasehold estate hereunder, which may be in or upon the Premises or the Building, including, without limitation,
Tenant’s Rooftop Equipment (collectively, “Tenant’s Property”). Such insurance shall insure the
interests of both Landlord and Tenant as their respective interests may appear from time to time.


 


(c)
Tenant shall take out and maintain a policy of business interruption insurance throughout the Term sufficient to cover at least
twelve (12) months of Rent due hereunder and Tenant’s business losses during such 12-month period.


 


(d)
During periods when Tenant’s Work and/or any Alterations are being performed, Tenant shall maintain, or cause to be maintained,
so-called all risk or special cause of loss property insurance or its equivalent and/or builders risk insurance on 100% replacement
cost coverage basis, including hard and soft costs coverages. Such insurance shall protect and insure Landlord, Landlord’s
agents, Tenant and Tenant’s contractors, as their interests may appear, against loss or damage by fire, water damage, vandalism
and malicious mischief, and such other risks as are customarily covered by so-called all risk or special cause of loss property
/ builders risk coverage or its equivalent.


 


(e)
Tenant shall procure and maintain at its sole expense such additional insurance as may be necessary to comply with any Legal Requirements.


 


(f)
Tenant shall cause all contractors and subcontractors to maintain during the performance of any Alterations the insurance described
in Exhibit 9 attached hereto.


 


(g)
The insurance required pursuant to Sections 14.1(a), (b), (c), (d) and (e) (collectively, “Tenant’s Insurance Policies”)
shall be effected with insurers approved by Landlord, with a rating of not less than “A-XI” in the current Best’s
Insurance Reports, and authorized to do business in the Commonwealth of Massachusetts under valid and enforceable policies.
Tenant’s Insurance Policies shall each provide that it shall not be canceled or modified without at least thirty (30) days’
prior written notice to each insured named therein. Tenant’s Insurance Policies may include deductibles in an amount no
more than the greater of $25,000 or commercially reasonable amounts. On or before the date on which the Tenant shall first enter
the Premises and thereafter not less than fifteen (15) days prior to the expiration date of each expiring policy, Tenant shall
deliver to Landlord binders of Tenant’s Insurance Policies issued by the respective insurers setting forth in full the provisions
thereof of Tenant’s Insurance Policies together with evidence satisfactory to Landlord, in the exercise of its reasonable
discretion, of the payment of all premiums for such policies. In the event of any claim, and upon Landlord’s request, Tenant
shall deliver to Landlord complete copies of Tenant’s Insurance Policies. Upon request of Landlord, Tenant shall deliver
to any Mortgagee copies of the foregoing documents.


 



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14.2
Indemnification.


 


(a)
Except to the extent caused by the negligence or willful misconduct of any of the Landlord Parties or breach of this Lease by
Landlord, Tenant shall defend, indemnify and save the Landlord Parties harmless from and against any and all Claims asserted by
or on behalf of any person, firm, corporation or public authority arising from:


 


(i)
Tenant’s breach of any covenant or obligation under this Lease;


 


(ii)
Any injury to or death of any person, or loss of or damage to property, sustained or occurring in, upon, at or about the Premises;


 


(iii)
Any injury to or death of any person, or loss of or damage to property arising out of the use or occupancy of the Premises by
or the negligence or willful misconduct of the Tenant; and


 


(iv)
On account of or based upon any work or thing whatsoever done (other than by Landlord or any of the other Landlord Parties) at
the Premises during the Term and during the period of time, if any, prior to the Term Commencement Date that any of the Tenant
Parties may have been given access to the Premises.


 


(b)
Landlord, subject to the limitations on Landlord’s liability contained elsewhere in this Lease, agrees to hold Tenant harmless
and to defend, exonerate and indemnify Tenant and Tenant’s agents and employees from and against any and all claims, damages,
losses, costs, expenses, fees (including without limitation reasonable legal fees), liabilities, or penalties (including without
limitation reasonable legal fees) asserted by or on behalf of any third party for damage to the property or injuries to persons
sustained or occurring in the Building to the extent arising from the negligence or willful misconduct of Landlord or the other
Landlord Parties.


 


14.3
Property of Tenant. Tenant covenants and agrees that, to the maximum extent permitted by Legal Requirements, all of Tenant’s
Property at the Premises shall be at the sole risk and hazard of Tenant, and that if the whole or any part thereof shall be damaged,
destroyed, stolen or removed from any cause or reason whatsoever, no part of said damage or loss shall be charged to, or borne
by, Landlord, except, subject to Section 14.5 hereof, to the extent such damage or loss is due to the negligence or willful misconduct
of any of the Landlord Parties.


 



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14.4
Limitation of Landlord’s Liability for Damage or Injury. Landlord shall not be liable for any injury or damage to persons,
or property resulting from fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical
or electronic emanations or disturbance, water, rain or snow or leaks from any part of the Building or from the pipes, appliances,
equipment or plumbing works or from the roof, street or sub-surface or from any other place or caused by dampness, vandalism,
malicious mischief or by any other cause of whatever nature, except to the extent caused by or due to the negligence or willful
misconduct of any of the Landlord Parties, and then, where notice and an opportunity to cure are appropriate (i.e., where Tenant
has an opportunity to know or should have known of such condition sufficiently in advance of the occurrence of any such injury
or damage resulting therefrom as would have enabled Landlord to prevent such damage or loss had Tenant notified Landlord of such
condition) only after (i) notice to Landlord of the condition claimed to constitute negligence or willful misconduct, and (ii)
the expiration of a reasonable time after such notice has been received by Landlord without Landlord having commenced to take
all reasonable and practicable means to cure or correct such condition; and pending such cure or correction by Landlord, Tenant
shall take all reasonably prudent temporary measures and safeguards to prevent any injury, loss or damage to persons or property,
Landlord hereby agreeing to reimburse Tenant for the reasonable costs incurred by Tenant in taking such temporary measures and
safeguards. Notwithstanding the foregoing, in no event shall any of the Landlord Parties be liable for any loss which is covered
by insurance policies actually carried or required to be so carried by this Lease; nor shall any of the Landlord Parties be liable
for any such damage caused by other- tenants or persons in the Building or caused by operations in construction of any private,
public, or quasi-public work; nor shall any of the Landlord Parties be liable for any latent defect in the Premises or in the
Building.


 


14.5
Waiver of Subrogation; Mutual Release. Landlord and Tenant each hereby waives on behalf of itself and its property insurers
(none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or otherwise) any and all rights
of recovery, claim, action, or cause of action against the other and its agents, officers, servants, partners, shareholders, or
employees (collectively, the “Related Parties”) for any loss or damage that may occur to or within the Premises
or the Building or any improvements thereto, or any personal property of such party therein which is insured against under any
property insurance policy actually being maintained by the waiving party from time to time, even if not required hereunder, or
which would be insured against under the terms of any insurance policy required to be carried or maintained by the waiving party
hereunder, whether or not such insurance coverage is actually being maintained, including, in every instance, such loss or damage
that may be caused by the negligence of the other party hereto and/or its Related Parties. Landlord and Tenant each agrees to
use commercially reasonable efforts to cause appropriate clauses to be included in its property insurance policies necessary to
implement the foregoing provisions; provided however that the provisions of this Section 14.5 shall not apply in those instances
in which a waiver of subrogation would cause either party’s insurance coverage to be voided or otherwise made uncollectible.


 


14.6
Tenant’s Acts—Effect on Insurance. Tenant shall not knowingly do or permit any Tenant Party to do any act or thing
upon the Premises or elsewhere in the Building which will invalidate or be in conflict with any of Tenant’s insurance policies
covering the Building and the fixtures and property therein; and shall not do, or permit to be done, any act or thing upon the
Premises which shall subject Landlord to any liability or responsibility for injury to any person or persons or to property by
reason of any business or operation being carried on upon said Premises or for any other reason. If by reason of the failure of
Tenant to comply with the provisions hereof the insurance rate applicable to any policy of insurance of Landlord shall at any
time thereafter be higher than it otherwise would be, Tenant shall reimburse Landlord upon demand for that part of any insurance
premiums which shall have been charged because of such failure by Tenant, within ten (10) business days after receipt of an invoice
therefor. In addition, Tenant shall reimburse Landlord for any increase in insurance premium arising as a result of Tenant’s
use and/or storage of any Hazardous Materials in the Premises.


 



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14.7
Landlord’s Insurance. Landlord shall maintain all risk property and, if applicable, sprinkler damage insurance covering
the full replacement cost of the Building. 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 Property.


 


15.
CASUALTY; TAKING


 


15.1
Damage. If the Premises are damaged in whole or part because of fire or other casualty or otherwise become not habitable (“Casualty”),
or if the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase
under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in
accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition
as existed immediately following completion of Tenant’s Work, or in the event of a partial Taking which affects the Building
and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is
reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively
be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be
made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, Tenant Delays, Legal Requirements
then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Landlord’s
Force Majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all
required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty
(180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the
Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration
of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be,
as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to
assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building.
In no event shall Landlord be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives
for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net”
means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses,
including reasonable adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this
Section 15.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements
of, any Tenant-Insured Improvements. If part of the Premises shall be subject to a Taking, and this Lease is not terminated as
provided in this Section 15, the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair
and reasonable under the circumstances and to reflect Tenant’s diminished ability to use the Premises.


 



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15.2
Termination Rights.


 


(a)
Landlord’s Termination Rights. Landlord may terminate this Lease upon thirty (30) days’ prior written notice
to Tenant if:


 


(i)
any material portion of the Building or any material means of access thereto is subject to a Taking;


 


(ii)
more than thirty-five percent (35%) of the Building is damaged by Casualty; or


 


(iii)
if the estimated time to complete restoration exceeds one (1) year from the date on which Landlord receives all required permits
for such restoration.


 


(b)
Tenant’s Termination Right. If Landlord is so required but fails to complete restoration of the Premises within the
time frames and subject to the conditions set forth in Section 15.1 above but in no event more than seventeen (17) months from
the date of the Casualty or the Taking affecting at least 50% of the Building or eight (8) months where less than 50% of the Building
is affected, then Tenant may terminate this Lease, without penalty or prejudice, upon thirty (30) days’ written notice to
Landlord. Notwithstanding the foregoing, if a Taking would materially interfere with or impair Tenant’s use of the Premises
and such interference cannot be remedied by restoration as set forth above, then Tenant may terminate this Lease, without penalty
or prejudice, upon sixty (60) days’ written notice to Landlord, The remedies set forth in this Section 15.2(b) and in Section
15.2(c) below are Tenant’s sole and exclusive rights and remedies based upon Landlord’s failure to complete the restoration
of the Premises as set forth herein. Notwithstanding anything to the contrary contained herein, Tenant shall not have the right
to terminate this Lease pursuant to this Section 15.2 if the Casualty was caused by the gross negligence or intentional misconduct
of any Tenant Party.


 


(c)
Either Party May Terminate. In the case of any Casualty or Taking affecting the Premises and occurring during the last
twelve (12) months of the Term, then (i) if such Casualty or Taking results in more than twenty-five percent (25%) of the floor
area of the Premises being unsuitable for the Permitted Uses, or (ii) the damage to the Premises costs more than $250,000 to restore,
then either Landlord or Tenant shall have the option to terminate this Lease upon sixty (60) days’ written notice to the
other. In addition, if Landlord’s Mortgagee does not release sufficient insurance proceeds to cover the cost of Landlord’s
restoration obligations, then Landlord shall (i) notify Tenant thereof, and (ii) have the right to terminate this Lease. If Landlord
does not terminate this Lease pursuant to the previous sentence and such notice by Landlord does not include an agreement by Landlord
to pay for the difference between the cost of such restoration and such released insurance proceeds, then Tenant may terminate
this Lease by written notice to Landlord on or before the date that is thirty (30) days after such notice. Notwithstanding anything
to the contrary contained in this Section 15, in no event may Tenant elect to terminate this Lease hereunder if the Casualty that
would otherwise give rise to such right results from the gross negligence or willful misconduct of any Tenant Party.


 



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(d)
Automatic Termination. In the case of a Taking of the entire Premises, then this Lease shall automatically terminate as
of the date of possession by the Taking authority.


 


(e)
Rent Abatement. In the event of a Casualty affecting the Premises, there shall be an equitable adjustment of Base Rent,
Property Management Fee Rent and Tenant’s Share of Taxes based upon the degree to which Tenant’s ability to conduct
its business in the Premises is impaired by reason of such Casualty from and after the date of a Casualty, and continuing until
the following portions of the repair and restoration work to be performed by Landlord, as set forth above, are substantially completed:
(i) any repair and restoration work to be performed by Landlord within the Premises, and (ii) repair and restoration work with
respect to the Common Areas to the extent that damage to the Common Areas caused by such Casualty materially adversely affects
Tenant’s use of, or access to, the Premises.


 


15.3
Taking for Temporary Use. If the Premises are Taken for temporary use, this Lease and Tenant’s obligations, including
without limitation the payment of Rent, shall continue. For purposes hereof, a “Taking for temporary use” shall
mean a Taking of ninety (90) days or less.


 


15.4
Disposition of Awards. Except for any separate award for Tenant’s movable trade fixtures, relocation expenses, and unamortized
leasehold improvements paid for by Tenant (provided that the same may not reduce Landlord’s award), all Taking awards to
Landlord or Tenant shall be Landlord’s property without Tenant’s participation, and Tenant hereby assigns to Landlord
Tenant’s interest, if any, in such award. Tenant may pursue its own claim against the Taking authority.


 


16.
ESTOPPEL CERTIFICATE.


 


Tenant
shall at any time and from time to time upon not less than ten (10) business days’ prior notice from Landlord, execute,
acknowledge and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect
(or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and
the dates to which Rent has been paid in advance, if any, stating whether or not Landlord is in default in performance of any
covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, and such other
facts as Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon
by any prospective purchaser of the Building or of any interest of Landlord therein, any Mortgagee or prospective Mortgagee thereof,
any lessor or prospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage
thereof. Time is of the essence with respect to any such requested certificate, Tenant hereby acknowledging the importance
of such certificates in mortgage financing arrangements, prospective sales and the like.


 



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17.
HAZARDOUS MATERIALS


 


17.1
Prohibition. Tenant shall not, without the prior written consent of Landlord, bring or permit to be brought or kept in or
on the Premises or elsewhere in the Building or the Property (i) any inflammable, combustible or explosive fluid, material, chemical
or substance (except for standard office supplies stored in proper containers); and (ii) any Hazardous Material (hereinafter defined),
other than the types and quantities of Hazardous Materials which are listed on Exhibit 7 attached hereto (“Tenant’s
Hazardous Materials”), provided that the same shall at all times be brought upon, kept or used in so-called ‘control
areas’ (the number and size of which shall be reasonably determined by Landlord) and in accordance with all applicable Environmental
Laws (hereinafter defined) and prudent environmental practice and (with respect to medical waste and so-called “biohazard”
materials) good scientific and medical practice. Tenant shall be responsible for assuring that all laboratory uses are adequately
and properly vented. On or before each anniversary of the Rent Commencement Date, and on any earlier date during the 12-month
period on which Tenant intends to add a new Hazardous Material or materially increase the quantity of any Hazardous Material to
the list of Tenant’s Hazardous Materials, Tenant shall submit to Landlord an updated list of Tenant’s Hazardous Materials
for Landlord’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord
shall have the right, from time to time, to inspect the Premises for compliance with the terms of this Section 17.1. Notwithstanding
the foregoing, with respect to any of Tenant’s Hazardous Materials which Tenant does not properly handle, store or dispose
of in compliance with all applicable Environmental Laws (hereinafter defined), prudent environmental practice and (with respect
to medical waste and so-called “biohazard materials) good scientific and medical practice, Tenant shall, upon written notice
from Landlord, no longer have the right to bring such material into the Building or the Property until Tenant has demonstrated,
to Landlord’s reasonable satisfaction, that Tenant has implemented programs to thereafter properly handle, store or dispose
of such material.


 


17.2
Environmental Laws. For purposes hereof, “Environmental Laws” shall mean all laws, statutes, ordinances,
rules and regulations of any local, state or federal governmental authority having jurisdiction concerning environmental, health
and safety matters, including but not limited to any discharge by any of the Tenant Parties into the air, surface water, sewers,
soil or groundwater of any Hazardous Material (hereinafter defined) whether within or outside the Premises, including, without
limitation (a) the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq., (b) the Federal Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901 et seq., (c) the Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. Section 9601 et seq,, (d) the Toxic Substances Control Act of 1976, 15 U.S.C. Section 2601 et seq., and (e) Chapter
21E of the General Laws of Massachusetts. Tenant, at its sole cost and expense, shall comply with (i) Environmental Laws, and
(ii) any rules, requirements and safety procedures of the Massachusetts Department of Environmental Protection, the City of Cambridge
and any insurer of the Building or the Premises with respect to Tenant’s use, storage and disposal of any Hazardous Materials.


 


17.3
Hazardous Material Defined. As used herein, the term “Hazardous Material” means asbestos, oil or any hazardous,
radioactive or toxic substance, material or waste or petroleum derivative which is or becomes regulated by any Environmental Law,
including without limitation live organisms, viruses and fungi, medical waste and any so-called “biohazard” materials.
The term “Hazardous Material” includes, without limitation, oil and/or any material or substance which is (i) designated
as a “hazardous substance,” “hazardous material,” “oil,” “hazardous waste” or
toxic substance under any Environmental Law.


 



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17.4
Testing. If any Mortgagee or governmental authority requires testing to determine whether there has been any release of Hazardous
Materials and such testing is required as a result of the acts or omissions of any of the Tenant Parties, then Tenant shall reimburse
Landlord upon demand, as Additional Rent, for the reasonable costs thereof, together with interest at the Default Rate until paid
in full, Tenant shall execute affidavits, certifications and the like, as may be reasonably requested by Landlord from time to
time concerning Tenant’s best knowledge and belief concerning the presence of Hazardous Materials in or on the Premises,
the Building or the Property.


 


17.5
Indemnity; Remediation.


 


(a)
Tenant hereby covenants and agrees to indemnify, defend and hold the Landlord Parties harmless from and against any and all Claims
against any of the Landlord Parties arising out of contamination of any part of the Property or other adjacent property, which
contamination arises as a result of: (i) the presence of Hazardous Material in the Premises, the presence of which is caused by
any act or omission of any of the Tenant Parties, or (ii) from a breach by Tenant of its obligations under this Section 17. This
indemnification of the Landlord Parties by Tenant includes, without limitation, reasonable costs incurred in connection with any
investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local
governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the
Building based upon the circumstances identified in the first sentence of this Section 17.5, Without limiting the foregoing, if
the presence of any Hazardous Material in the Building or otherwise in the Property is caused or permitted by any of the Tenant
Parties and results in any contamination of any part of the Property or any adjacent property, Tenant shall promptly take all
actions at Tenant’s sole cost and expense as are necessary to return the Property and/or the Building or any adjacent property
to their condition as of the date of this Lease, provided that Tenant shall first obtain Landlord’s written approval of
such actions, which approval shall not be unreasonably withheld, conditioned or delayed so long as such actions, in Landlord’s
reasonable discretion, would not potentially have any adverse effect on the Property, and, in any event, Landlord shall not withhold
its approval of any proposed actions which are required by applicable Environmental Laws.


 


(b)
Without limiting the obligations set forth in Section 17.5(a) above, if any Hazardous Material is in, on, under, at or about the
Building or the Property as a result of the acts or omissions of any of the Tenant Parties and results in any contamination of
any part of the Property or any adjacent property that is in violation of any applicable Environmental Law or that requires the
performance of any response action pursuant to any Environmental Law, Tenant shall promptly take all actions at Tenant’s
sole cost and expense as are necessary to reduce such Hazardous Material to amounts below any applicable “Reportable Quantity”,
any applicable “Reportable Concentration” and any other applicable standard set forth in any Environmental Law; provided
that Tenant shall first obtain Landlord’s written approval of such actions, which approval shall not be unreasonably withheld,
conditioned or delayed so long as such actions would not be reasonably expected to have an adverse effect on the market value
or utility of the Property for the Permitted Uses, and in any event, Landlord shall not withhold its approval of any proposed
actions which are required by applicable Environmental Laws (such approved actions, “Tenant’s Remediation”).


 



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(c)
In the event that Tenant fails to complete Tenant’s Remediation prior to the end of the Term, then:


 


(i)
until the completion of Tenant’s Remediation (as evidenced by the certification of Tenant’s “Licensed Site Professional”
(as such term is defined by applicable Environmental Laws), who shall be reasonably acceptable to Landlord) (the “Remediation
Completion Date”), Tenant shall pay to Landlord, with respect to the portion of the Premises which reasonably cannot
be occupied by a new tenant until completion of Tenant’s Remediation, (A) Additional Rent and (B) Base Rent in an amount
equal to the greater of (1) the fair market rental value of such portion of the Premises (determined in substantial accordance
with the process described in Section 1.2 above), and (2) Base Rent attributable to such portion of the Premises in effect immediately
prior to the end of the Term; and


 


(ii)
Tenant shall maintain responsibility for Tenant’s Remediation and Tenant shall complete Tenant’s Remediation as soon
as reasonably practicable in accordance with Environmental Laws. If Tenant does not diligently pursue completion of Tenant’s
Remediation, Landlord shall have the right to either (A) assume control for overseeing Tenant’s Remediation, in which event
Tenant shall pay all reasonable costs and expenses of Tenant’s Remediation (it being understood and agreed that all costs
and expenses of Tenant’s Remediation incurred pursuant to contracts entered into by Tenant shall be deemed reasonable) within
thirty (30) days of demand therefor (which demand shall be made no more often than monthly), and Landlord shall be substituted
as the party identified on any governmental filings as the party responsible for the performance of such Tenant’s Remediation
or (B) require Tenant to maintain responsibility for Tenant’s Remediation, in which event Tenant shall complete Tenant’s
Remediation as soon as reasonably practicable in accordance with Environmental Laws, it being understood that Tenant’s Remediation
shall not contain any requirement that Tenant remediate any contamination to levels or standards more stringent than those associated
with the Property’s current office, research and development, laboratory, and vivarium uses.


 


(d)
The provisions of this Section 17.5 shall survive the expiration or earlier termination of this Lease.


 


17.6
Disclosures. Prior to bringing any Hazardous Material into any part of the Property, Tenant shall deliver to Landlord the
following information with respect thereto: (a) a description of handling, storage, use and disposal procedures; (b) all plans
or disclosures and/or emergency response plans which Tenant has prepared, including without limitation Tenant’s “Spill
Response Plan” (as such term is defined by applicable Environmental Laws), and all plans which Tenant is required to supply
to any governmental agency or authority pursuant to any Environmental Laws; (c) copies of all Required Permits relating thereto;
and (d) other information reasonably requested by Landlord.


 


17.7
Removal. Tenant shall be responsible, at its sole cost and expense, for Hazardous Material and other biohazard disposal services
for the Premises, Such services shall be performed by contractors reasonably acceptable to Landlord and on a sufficient basis
to ensure that the Premises are at all times kept neat, clean and free of Hazardous Materials and biohazards except in appropriate,
specially marked containers reasonably approved by Landlord.


 



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18.
RULES AND REGULATIONS.


 


18.1
Rules and Regulations. Tenant will faithfully observe and comply with all rules and regulations promulgated from time to time
with respect to the Building, the Property and construction within the Property that are applicable to similarly situated tenants
in the Property generally (collectively, the “Rules and Regulations”). The current version of the Rules and
Regulations is attached hereto as Exhibit 8. In the case of any conflict between the provisions of this Lease and any future
rules and regulations, the provisions of this Lease shall control. Nothing contained in this Lease shall be construed to impose
upon Landlord any duty or obligation to enforce the Rules and Regulations or the terms, covenants or conditions in any other lease
as against any other tenant and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its servants,
employees, agents, contractors, visitors, invitees or licensees,


 


18.2
Energy Conservation. Landlord may institute upon written notice to Tenant such policies, programs and measures for the conservation
and/or preservation of energy or energy services (collectively, the “Conservation Program”) as may be; (i)
required by Legal Requirements, or (ii) as, in Landlord’s reasonable judgment, may be necessary or required because of market
conditions, provided however, that any Conservation Program promulgated by Landlord pursuant to this clause (ii) does not, by
reason of such policies, programs and measures, reduce the level of energy or energy services being provided to the Premises below
the level of energy or energy services then being provided in comparable combination laboratory, research and development and
office buildings in the vicinity of the Premises. Upon receipt of such notice, Tenant shall comply with the Conservation Program.


 


18.3
Recycling. Upon written notice, Landlord may establish reasonable policies, programs and measures for the recycling of paper,
products, plastic, tin and other materials (a “Recycling Program”), Upon receipt of such notice, Tenant will
comply with the Recycling Program at Tenant’s sole cost and expense.


 



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19.
LAWS AND PERMITS.


 


19.1
Legal Requirements. Tenant shall not cause or permit the Premises, or cause the Property or the Building to be used in any
way that violates any Legal Requirement, order, permit, approval, variance, covenant or restrictions of record or any provisions
of this Lease, interferes with the rights of tenants of the Building, or constitutes a nuisance or waste. Tenant shall obtain,
maintain and pay for all permits and approvals needed for the operation of Tenant’s business and/or Tenant’s Rooftop
Equipment, as soon as reasonably possible, and in any event shall not undertake any operations or use of Tenant’s Rooftop
Equipment unless all applicable permits and approvals are in place and shall, promptly take all actions necessary to comply with
all Legal Requirements, including, without limitation, the Occupational Safety and Health Act, applicable to Tenant’s use
of the Premises, the Property or the Building. Tenant shall maintain in full force and effect all certifications or permissions
required by any authority having jurisdiction to authorize, franchise or regulate Tenant’s use of the Premises. Tenant shall
be solely responsible for procuring and complying at all times with any and all necessary permits and approvals directly or indirectly
relating or incident to: the conduct of its activities on the Premises; its scientific experimentation, transportation, storage,
handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other
hazardous wastes or environmentally dangerous substances or materials or medical waste or animals or laboratory specimens. Within
ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive
months during the Term hereof, unless otherwise requested by any Mortgagee of Landlord or unless Landlord reasonably suspects
that Tenant has violated the provisions of this Section 19.1, Tenant shall furnish Landlord with copies of all such permits and
approvals that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits
that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give written notice to Landlord of any
warnings or violations relative to the above received from any federal, state or municipal agency or by any court of law and shall
promptly cure the conditions causing any such violations. Tenant shall not be deemed to be in default of its obligations under
the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant
shall contest the validity of such violation by appellate or other proceedings permitted under Legal Requirements, provided that:
(i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting
bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any
liability, costs, damages or expenses arising in connection with such alleged violation and failure to cure, (iii) Tenant shall
agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and
all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly
cure any violation in the event that its appeal of such violation is overruled or rejected, and (v) Tenant’s decision to
delay such cure shall not, in Landlord’s good faith determination, be likely to result in any actual or threatened bodily
injury, property damage, or any civil or criminal liability to Landlord, any tenant or occupant of the Building or the Property,
or any other person or entity. Nothing contained in this Section 19.1 shall be construed to expand the uses permitted hereunder
beyond the Permitted Uses. Landlord shall comply with any Legal Requirements and with any direction of any public office or officer-relating
to the maintenance or operation of the structural elements of the Property, including the Buildings and the Common Areas.


 


20.
DEFAULT


 


20.1
Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”
hereunder by Tenant:


 


(a)
If Tenant fails to make any payment of Rent or any other payment required hereunder, as and when due, and such failure shall continue
for a period of five (5) days after notice thereof from Landlord to Tenant; provided, however, an Event of Default shall occur
hereunder without any obligation of Landlord to give any notice if (i) Tenant fails to make any payment within five (5) days after
the due date therefor, and (ii) Landlord has given Tenant written notice under this Section 20.1(a) on more than two (2) occasions
during the twelve (12) month interval preceding such failure by Tenant;


 



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(b)
If Tenant shall abandon the Premises (whether or not the keys shall have been surrendered or the Rent shall have been paid);


 


(c)
If Tenant shall fail to execute and deliver to Landlord an estoppel certificate pursuant to Section 16 above or a subordination,
non-disturbance and attornment agreement pursuant to Section 22 below, within the timeframes set forth therein;


 


(d)
If Tenant shall fail to maintain any insurance required hereunder and such failure is not cured within ten (10) days of Landlord’s
written notice to Tenant thereof;


 


(e)
If Tenant shall fail to restore the Security Deposit to its original amount or deliver a replacement Letter of Credit as required
under Section 7 above, within the timeframes set forth therein;


 


(f)
If Tenant causes or suffers any release of Hazardous Materials in or near the Property;


 


(g)
If Tenant shall make a Transfer in violation of the provisions of Section 13 above; or if any event shall occur or any contingency
shall arise whereby this Lease, or the term and estate thereby created, would (by operation of law or otherwise) devolve upon
or pass to any person, firm or corporation other than Tenant, except as expressly permitted under Section 13 hereof;


 


(h)
Intentionally omitted;


 


(i)
The failure by Tenant to observe or perform any of the material covenants or provisions of this Lease to be observed or performed
by Tenant, other than as specified above, and such failure continues for more than thirty (30) days after notice thereof from
Landlord; provided, further, that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably
required for its cure, then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said thirty
(30) day period and thereafter diligently prosecute such cure to completion, which completion shall occur not later than ninety
(90) days from the date of such notice from Landlord;


 


(j)
Tenant becomes insolvent as evidenced by an admission in writing by Tenant of Tenant’s inability to pay its debts generally
as they become due;


 


(k)
Tenant shall make a general assignment or trust mortgage, or other general conveyance or transfer of like nature, of all or a
substantial part of its property for the benefit of its creditors,


 


(l)
an attachment on mesne process, on execution or otherwise, or other legal process shall issue against Tenant or its property generally
and a sale of its assets shall be held thereunder;


 


(m)
any judgment, attachment or the like in excess of $1,000,000 shall be entered, recorded or filed against Tenant in any court,
registry, etc. and Tenant shall fail to pay such judgment within thirty (30) days after the judgment shall have become final beyond
appeal or to discharge or secure by surety bond such lien, attachment, etc, within thirty (30) days of such entry, recording or
filing, as the case may be;


 



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(n)
the leasehold hereby created shall be taken on execution or by other process of law and shall not be revested in Tenant within
thirty (30) days thereafter;


 


(o)
a receiver, sequesterer, trustee or similar officer shall be appointed by a court of competent jurisdiction to take charge of
all or substantially all of Tenant’s property and such appointment shall not be vacated within thirty (30) days; or


 


(p)
any proceeding shall be instituted by or against Tenant pursuant to any of the provisions of any Act of Congress or State law
relating to bankruptcy, reorganizations, arrangements, compositions or other relief from creditors, and, in the case of any proceeding
instituted against it, if Tenant shall fail to have such proceedings dismissed within ninety (90) days or if Tenant is adjudged
bankrupt or insolvent as a result of any such proceeding.


 


20.2
Remedies. Upon an Event of Default, Landlord may, by notice to Tenant, elect to terminate this Lease; and thereupon (and without
prejudice to any remedies which might otherwise be available for arrears of Rent or preceding breach of covenant or agreement
and without prejudice to Tenant’s liability for damages as hereinafter stated), upon the giving of such notice, this Lease
shall terminate as of the date specified therein as though that were the Expiration Date. Upon such termination, Landlord shall
have the right to utilize the Security Deposit or draw down the entire Letter of Credit, as applicable, and apply the proceeds
thereof to its damages hereunder. Without being taken or deemed to be guilty of any manner of trespass or conversion, and without
being liable to indictment, prosecution or damages therefor, Landlord may, by lawful process in compliance with all Legal Requirements,
enter into and upon the Premises (or any part thereof in the name of the whole); repossess the same, as of its former estate;
and expel Tenant and those claiming under Tenant. The words “re-entry” and “re-enter” as used in this
Lease are not restricted to their technical legal meanings.


 


20.3
Damages - Termination.


 


(a)
Upon the termination of this Lease under the provisions of this Section 20, Tenant shall pay to Landlord Rent up to the time of
such termination, shall continue to be liable for any preceding breach of covenant, and in addition, shall pay to Landlord as
damages, at the election of Landlord, either:


 


(i)
the amount (discounted to present value at the discount rate applicable to United States Treasury obligations having a maturity
date that is the same as the date this Lease would have expired but for Tenant’s Event of Default) by which, at the time
of the termination of this Lease (or at any time thereafter if Landlord shall have initially elected damages under Section 20.3(a)(ii)
below), (x) the aggregate of Rent projected over the period commencing with such termination and ending on the Expiration Date,
exceeds (y) the aggregate projected rental value of the Premises for such period, taking into account a reasonable time period
during which the Premises shall be unoccupied, plus all Reletting Costs (hereinafter defined); or


 



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(ii)
amounts equal to Rent which would have been payable by Tenant had this Lease not been so
terminated, payable upon the due dates therefor specified herein following such termination and until the Expiration Date, provided,
however, if Landlord shall re-let the Premises during such period, that Landlord shall credit Tenant with the net rents
received by Landlord from such re-letting, such net rents to be determined by first deducting from the gross rents as and when
received by Landlord from such re-letting the expenses incurred or paid by Landlord, in good faith, in terminating this Lease,
as well as the expenses incurred by Landlord, in good faith, of re-letting, including altering and preparing the Premises for
new tenants, brokers’ commissions, and all other similar and dissimilar expenses properly chargeable against the Premises
and the rental therefrom (collectively, “Reletting Costs”), it being understood that any such re-letting may
be for a period equal to or shorter or longer than the remaining Term; and provided, further, that (x) in no event
shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder and (y)
in no event shall Tenant be entitled in any suit for the collection of damages pursuant to this Section 20.3(a)(ii) to
a credit in respect of any net rents from a re-letting except to the extent that such net rents are actually received by Landlord
prior to the commencement of such suit. If the Premises or any part thereof should be re-let in combination with other space,
then proper apportionment on a square foot area basis shall be made of the rent received from such re-letting and of the expenses
of re-letting.


 


(b)
In calculating the amount due under Section 20.3(a)(i), above, there shall be included, in addition to the Base Rent, all other
considerations agreed to be paid or performed by Tenant, including without limitation Tenant’s payment of the Property Management
Fee Rent, on the assumption that all such amounts and considerations (but not including the Property Management Fee Rent) would
have increased at the rate of three percent (3%) per annum for the balance of the remaining Term (i.e., had the Term expired but
for Tenant’s Event of Default).


 


(c)
Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its
election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term would
have expired if it had not been terminated hereunder.


 


(d)
Nothing herein contained shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages
to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any Event of
Default hereunder.


 


(e)
Intentionally Omitted.


 


(f)
Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the Premises in the event that the Lease
is terminated based upon a default by Tenant hereunder. Nothing herein shall obligate Landlord to market Tenant’s Premises
in a manner different from the manner in which Landlord markets other premises similar to the Premises that are within Landlord’s
control in the Buildings. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective
tenants for the Premises until Landlord obtains full and complete possession of the Premises including, without limitation, the
final and unappealable legal right to re-let the Premises free of any claim of Tenant (Landlord hereby agreeing that Tenant shall
be deemed to have satisfied the conditions of this clause (i) if Tenant, and anyone claiming by, through, or under Tenant, have
vacated and delivered the Premises to Landlord and Tenant has delivered to Landlord a letter irrevocably waiving any right which
Tenant might have to recover possession of the Premises), (ii) relet the Premises before leasing other vacant space in the Building,
(iii) lease the Premises for a rental less than the current fair market rental then prevailing for similar space in the Buildings,
or (iv) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial
resources or operating experience to operate the Premises in a first-class manner.


 



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If
Landlord terminates this Lease during the Initial Term, no damages or other amounts shall be payable hereunder to Landlord related
in any way to the Extension Term if Tenant at the time of termination had not yet provided the Extension Notice to Landlord.


 


20.4
Landlord’s Self-Help; Fees and Expenses. If Tenant shall default in the performance of any covenant on Tenant’s
part to be performed in this Lease contained, including without limitation the obligation to maintain the Premises in the required
condition pursuant to Section 10.1 above, Landlord may, upon reasonable advance notice, except that no notice shall be required
in an emergency, immediately, or at any time thereafter, perform the same for the account of Tenant. Tenant shall, subject to
the last sentence of this Section 20.4, pay to Landlord upon demand therefor, any costs incurred by Landlord in connection therewith,
together with interest at the Default Rate until paid in full. In addition, Tenant shall pay all of Landlord’s costs and
expenses, including without limitation reasonable attorneys’ fees, incurred (i) in enforcing any obligation of Tenant under
this Lease or (ii) as a result of Landlord or any of the Landlord Parties, without its fault, being made party to any litigation
pending by or against any of the Tenant Parties. In the event of any litigation between Landlord and Tenant, the losing party
shall reimburse the prevailing party for its reasonable attorneys fees and court costs.


 


20.5
Waiver of Redemption, Statutory Notice and Grace Periods. Tenant does hereby waive and surrender all rights and privileges
which it might have under or by reason of any present or future Legal Requirements to redeem the Premises or to have a continuance
of this Lease for the Term hereby demised after being dispossessed or ejected therefrom by process of law or under the terms of
this Lease or after the termination of this Lease as herein provided. Except to the extent prohibited by Legal Requirements, any
statutory notice and grace periods provided to Tenant by law are hereby expressly waived by Tenant.


 


20.6
Remedies Not Exclusive. Except where explicitly set forth otherwise herein, the specified remedies to which Landlord or Tenant
may resort hereunder are cumulative and are not intended to be exclusive of any remedies or means of redress to which Landlord
or Tenant may at any time be lawfully entitled, and Landlord or Tenant may invoke any remedy (including the remedy of specific
performance) allowed at law or in equity as if specific remedies were not herein provided for.


 


20.7
No Waiver. Landlord’s or Tenant’s failure to seek redress for violation, or to insist upon the strict performance,
of any covenant or condition of this Lease, or any of the Rules and Regulations promulgated hereunder, shall not prevent a subsequent
act, which would have originally constituted a violation, from having all the force and effect of an original violation. The receipt
by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. The
failure of Landlord to enforce any of such Rules and Regulations against Tenant and/or any other tenant in the Building shall
not be deemed a waiver of any such Rules and Regulations. No provisions of this Lease shall be deemed to have been waived by either
party unless such waiver be in writing signed by such party. No payment by Tenant or receipt by Landlord of a lesser amount than
the Rent herein stipulated shall be deemed to be other than on account of the stipulated Rent, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy
ill this Lease provided.


 



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20.8
Restrictions on Tenant’s Rights. During the continuation of any Event of Default, (a) Landlord shall not be obligated
to provide Tenant with any notice pursuant to Sections 2,3 and 2.4 above; and (b) Tenant shall not have the right to make, nor
to request Landlord’s consent or approval with respect to, any Alterations or Transfers.


 


20.9
Landlord Default. Notwithstanding anything to the contrary contained in the Lease, Landlord shall in no event be in default
in the performance of any of Landlord’s obligations under this Lease unless Landlord shall have failed to perform such obligations
within thirty (30) days (or such additional time as is reasonably required to correct any such default, provided that, and so
long as, Landlord commences to cure within 30 days) after notice by Tenant to Landlord properly specifying wherein Landlord has
failed to perform any such obligation and Landlord thereafter diligently prosecutes such cure to completion. Except as expressly
set forth in this Lease, Tenant shall not have the right to terminate or cancel this Lease or to withhold rent or to set-off or
deduct any claim or damages against rent as a result of any default by Landlord or breach by Landlord of its covenants or any
warranties or promises hereunder, except in the case of a wrongful eviction of Tenant from the Premises (constructive or actual)
by Landlord, unless same continues after notice to Landlord thereof and an opportunity for Landlord to cure the same as set forth
above, hr addition, Tenant shall not assert any right to deduct the cost of repairs or any monetary claim against Landlord from
rent thereafter due and payable under this Lease. The foregoing shall not delay or affect Tenant’s rights under Sections
9.7 or 15.2.


 


21.
SURRENDER; ABANDONED PROPERTY; HOLD-OVER


 


21.1
Surrender.


 


(a)
Upon the expiration or earlier termination of the Term, Tenant shall (i) peaceably quit and surrender to Landlord the Premises
(including without limitation all fixed lab benches, fume hoods, electric, plumbing, heating and sprinkling systems, fixtures
and outlets, vaults, paneling, molding, shelving, radiator enclosures, cork, rubber, linoleum and composition floors, ventilating,
silencing, air conditioning and cooling equipment therein) broom clean, in good order, repair and condition excepting only ordinary
wear and tear and damage by fire or other insured Casualty; (ii) remove all of Tenant’s Property, including all autoclaves
and cage washers and, to the extent specified by Landlord, Alterations made by Tenant; and (iii) repair any damages to the Premises
or the Building caused by the installation or removal of Tenant’s Property and/or such Alterations, ordinary wear and tear
excepted. Tenant’s obligations under this Section 21,1 (a) shall survive the expiration or earlier termination of this Lease.


 



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(b)
Prior to the expiration of this Lease (or within thirty (30) days after any earlier termination), Tenant shall clean and otherwise
decommission all interior surfaces (including floors, walls, ceilings, and counters), piping, supply lines, waste lines, acid
neutralization systems and plumbing in and/or exclusively serving the Premises, and all exhaust or other ductwork in and/or exclusively
serving the Premises, in each case which has carried or released or been contacted by any Hazardous Materials or other chemical
or biological materials used in the operation of the Premises, and shall otherwise clean the Premises so as to permit the Surrender
Plan (defined below) to be issued, At least thirty (30) days prior to the expiration of the Term (or, if applicable, within five
(5) business days after any earlier termination of this Lease based upon Tenant’s default or ten (10) business days after
any earlier termination of this Lease for any reason other than Tenant’s default), Tenant shall deliver to Landlord a reasonably
detailed narrative description of the actions proposed (or required by any Legal Requirements) to be taken by Tenant in order
to render the Premises (including any Alterations permitted or required by Landlord to remain therein) free of Hazardous Materials
and otherwise released for unrestricted use and occupancy including without limitation, causing the Premises to be decommissioned
in accordance with the regulations of the U.S. Nuclear Regulatory Commission and/or the Massachusetts Department of Public health
(the “MDPH”) for the control of radiation, and cause the Premises to be released for unrestricted use by the
Radiation Control Program of the MDPH (the “Surrender Plan”). The Surrender Plan (i) shall be accompanied by
a current list of (A) all Required Permits held by or on behalf of any Tenant Party with respect to Hazardous Materials in, on,
under, at or about the Premises, and (B) Tenant’s Hazardous Materials, and (ii) shall be subject to the review and approval
of Landlord’s environmental consultant. In connection with review and approval of the Surrender Plan, upon request of Landlord,
Tenant shall deliver to Landlord or its consultant such additional non-proprietary information concerning the use of and operations
within the Premises as Landlord shall request. On or before the expiration of the Term (or within thirty (30) days after any earlier
termination of this Lease, during which period Tenant’s use and occupancy of the Premises shall be governed by Section 21.3
below), Tenant shall deliver to Landlord a certification from a third party certified industrial hygienist reasonably acceptable
to Landlord certifying that the Premises do not contain any Hazardous Materials and evidence that the approved Surrender Plan
shall have been satisfactorily completed by a contractor acceptable to Landlord, 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 expiration of the Term (or, if applicable, the date which is thirty (30) days after any earlier termination of this Lease),
free of Hazardous Materials and otherwise available for unrestricted use and occupancy as aforesaid. Landlord shall have the unrestricted
right to deliver the Surrender Plan and any report by Landlord’s environmental consultant with respect to the surrender
of the Premises to third parties. Such third parties and the Landlord Parties shall be entitled to rely on the Surrender Report.
If Tenant shall fail to prepare or submit a Surrender Plan approved by Landlord, or if Tenant shall fail to complete the approved
Surrender Plan, or if such Surrender Plan, whether or not approved by Landlord, shall fail to adequately address the use of Hazardous
Materials by any of the Tenant Parties in, on, at, under or about the Premises, Landlord shall have the right to take any such
actions as Landlord may deem reasonable or appropriate to assure that the Premises and the Property are surrendered in the condition
required hereunder, the cost of which actions shall be reimbursed by Tenant as Additional Rent upon demand. Tenant’s obligations
under this Section 21.1(b) shall survive the expiration or earlier termination of the Term.


 



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(c)
No act or thing done by Landlord during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement
to accept such surrender shall be valid, unless in writing signed by Landlord. Unless otherwise agreed by the patties in writing,
no employee of Landlord or of Landlord’s agents shall have any power to accept the keys of the Premises prior to the expiration
or earlier termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents shall not
operate as a termination of this Lease or a surrender of the Premises.


 


(d)
Notwithstanding anything to the contrary contained herein, Tenant shall, at its so le cost and expense, remove from the Premises,
prior to the end of the Term, any item installed by or for Tenant and which, pursuant to Legal Requirements, must be removed therefrom
before the Premises may be used by a subsequent tenant.


 


21.2
Abandoned Property. After the expiration or earlier termination of this Lease, if Tenant fails to remove any property from
the Building or the Premises, which Tenant is obligated by the terms of this Lease to remove within five (5) business days after
written notice from Landlord in the event of any earlier termination of this Lease based upon Tenant’s default (or ten (10)
business days after any earlier termination of this Lease for any reason other than Tenant’s default), such property (the
“Abandoned Property”) shall be conclusively deemed to have been abandoned, and may either be retained by Landlord
as its property or sold or otherwise disposed of in such manner as Landlord may see fit. If any item of Abandoned Property shall
be sold, Tenant hereby agrees that Landlord may receive and retain the proceeds of such sale and apply the same, at its option,
to the expenses of the sale, the cost of moving and storage, any damages to which Landlord may be entitled under Section 20 hereof
or pursuant to law, and to any arrears of Rent.


 


21.3
Holdover. If any of the Tenant Parties holds over (which term shall include, without limitation, the failure of Tenant or
any Tenant Party to perform all of its obligations under Section 21.1 above) after the end of the Term, Tenant shall be deemed
a tenant-at- sufferance subject to the provisions of this Lease; provided that whether or not Landlord has previously accepted
payments of Rent from Tenant, (i) Tenant shall pay at the Hold Over Percentage, as hereinafter defined, of the Base Rent, at the
highest rate of Base Rent payable during the Term, (ii) Tenant shall continue to pay to Landlord all Additional Rent, and (iii)
Tenant shall be liable for all damages, including without limitation lost business and consequential damages, incurred by Landlord
as a result of such holding over, Tenant hereby acknowledging that Landlord may need the Premises after the end of the Term for
other tenants and that the damages which Landlord may suffer as the result of Tenant’s holding over cannot be determined
as of the Execution Date. The “Hold Over Percentage” shall be 150% for the first (1st) sixty (60) days
of hold over and 200% for any period of hold over thereafter. Nothing contained herein shall grant Tenant the right to holdover
after the expiration or earlier termination of the Term.


 



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21.4
Warranties. Tenant hereby assigns to Landlord any warranties in effect on the last day of the Term with respect to any fixtures
and Alterations installed in the Premises and retained by the Landlord following expiration or earlier termination of the Lease.
Tenant shall provide Landlord with copies of any such warranties prior to the expiration of the Term (or, if the Lease is earlier
terminated, within ten (10) business days thereafter).


 


22.
MORTGAGEE RIGHTS


 


22.1
Subordination. Tenant’s rights and interests under this Lease shall be (i) subject and subordinate to any ground lease,
overleases, mortgage, deed of trust, or similar instrument covering the Premises, the Building and/or the Land and to all advances,
modifications, renewals, replacements, and extensions thereof (each of the foregoing, a “Mortgage”), or (ii)
if any Mortgagee elects, prior to the lien of any present or future Mortgage. Tenant further shall attorn to and recognize any
successor landlord, whether through foreclosure or otherwise, as if the successor landlord were the originally named landlord.
The provisions of this Section 22.1 shall be self-operative and no further instrument shall be required to effect such subordination
or attornment; however, Tenant agrees to execute, acknowledge and deliver such instruments, confirming such subordination and
attornment in such form as shall be requested by any such holder within fifteen (15) days of request therefor. Landlord, at Tenant’s
cost, shall use Landlord’s best efforts to obtain a commercially reasonable non-disturbance agreement (“NDA”),
in the form attached hereto as Exhibit 11, acceptable to Tenant in favor of Tenant (and if so requested, any sublease or
transferee following a Transfer) from any current and future Mortgagee(s), lease holders and other parties encumbering, and/or
with superior interests to Tenant in, the Property, or any portion thereof, where such NDA shall provide, at minimum, that such
third parties will not disturb Tenant’s peaceful occupancy and holding of the Premises under this Lease. The NDA may be
included in the document that sets forth the subordination and attornment referenced above in this Section 22.1.


 


22.2
Notices. Tenant shall give each Mortgagee the same notices given to Landlord concurrently with the notice to Landlord, and
each Mortgagee shall have a reasonable opportunity thereafter to cure a Landlord default, and Mortgagee’s curing of any
of Landlord’s default shall be treated as performance by Landlord.


 


22.3
Mortgagee Consent. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be
subject to the further consent or approval of a Mortgagee; and the failure or refusal of such Mortgagee to give such consent or
approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord’s
withholding its consent or approval.


 


22.4
Mortgagee Liability. Tenant acknowledges and agrees that if any Mortgage shall be foreclosed, (a) the liability of the Mortgagee
and its successors and assigns shall exist only so long as such Mortgagee or purchaser is the owner of the Premises, and such
liability shall not continue or survive after further transfer of ownership; and (b) such Mortgagee and its successors or assigns
shall not be (i) liable for any act or omission of any prior lessor under this Lease; (ii) liable for the performance of Landlord’s
covenants pursuant to the provisions of this Lease which arise and accrue prior to such entity succeeding to the interest of Landlord
under this Lease or acquiring such right to possession; (iii) subject to any offsets or defense which Tenant may have at any time
against Landlord; (iv) bound by any base rent or other sum which Tenant may have paid previously for more than one (1) month;
or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original
Landlord.


 



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23.
QUIET ENJOYMENT.


 


Landlord
covenants that so long as Tenant keeps and performs each and every monetary and material non-monetary covenant, agreement, term,
provision and condition herein contained on the part and on behalf of Tenant to be kept and performed, Tenant shall peaceably
and quietly hold, occupy and enjoy the Premises, the Storage Premises and the PH System Premises during the Term from and against
the claims of all persons lawfully claiming by, through or under Landlord subject, nevertheless, to the covenants, agreements,
terms, provisions and conditions of this Lease, any matters of record or of which Tenant has knowledge and to any Mortgage to
which this Lease is subject and subordinate, as hereinabove set forth.


 


24.
NOTICES.


 


Any
notice, consent, request, bill, demand or statement hereunder (each, a “Notice”) by either party to the other
party shall be in writing and shall be deemed to have been duly given when either delivered by hand, first class U.S. mail, certified
or return receipt requested, or by nationally recognized overnight courier (in either case with evidence of delivery or refusal
thereof) addressed as follows:


 


		If
                            to Land lord:	c/o
Jamestown

675 Ponce de Leon Avenue, 7th Floor

Atlanta, GA 30308

Attn: Managing Director of Asset Management



 


-
and -


 


c/o
Jamestown

Chelsea Market

75 Ninth Avenue, 5th Floor

New York, NY 10011


Attn:
245 First Street


  Asset Manager


 


		With
                            a copy to:	Goulston
& Storrs PC

400 Atlantic Avenue

Boston, MA 02110-3333

Attn: Amy Moody McGrath, Esq.



 


		if
                            to Tenant;	245
First Street

Cambridge, MA 02142

Attention: Jeb Ledell, COO



 



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		With
                            a copy to:	Outside
GC LLC

176 Federal Street, 5th Floor

Boston, MA 02110

Attn: Jordan P. Karp, Esq.



 


Notwithstanding
the foregoing, any notice from Landlord to Tenant regarding ordinary business operations (e.g., exercise of a right of access
to the Premises, maintenance activities, invoices, etc.) may also be given by written notice delivered by facsimile to any person
at the Premises whom Landlord reasonably believes is authorized to receive such notice on behalf of Tenant without copies as specified
above. Either party may at any time change the address or specify an additional address for such Notices by delivering or mailing,
as aforesaid, to the other party a notice stating the change and setting forth the changed or additional address, provided such
changed or additional address is within the United States. Notices shall be effective upon the date of receipt or refusal thereof.


 


25.
MISCELLANEOUS


 


25.1
Separability. If any provision of this Lease or portion of such provision or the application thereof to any person or circumstance
is for any reason held invalid or unenforceable, the remainder of this Lease (or the remainder of such provision) and the application
thereof to other persons or circumstances 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 invalid or unenforceable, there be added, as a part of this Lease,
a clause or provision as similar in terms to such invalid or unenforceable clause or provision as may be possible and be legal,
valid and enforceable.


 


25.2
Captions. The captions are inserted only as a matter of convenience and for reference, and in no way define, limit or describe
the scope of this Lease nor the intent of any provisions thereof.


 


25.3
Broker. Tenant and Landlord each warrants and represents that it has dealt with no broker in connection with the consummation
of this Lease other than Cushman & Wakefield and Transwestern (collectively, “Broker”). Tenant and Landlord
each agrees to defend, indemnify and save the other harmless from and against any Claims arising in breach of the representation
and warranty set forth in the immediately preceding sentence. Landlord shall be solely responsible for the payment of any and
all brokerage commissions to Broker.


 


25.4
Entire Agreement. This Lease, Lease Summary Sheet and Exhibits 1-8 attached hereto and incorporated herein contain
the entire and only agreement between the parties and any and all statements and representations, written and oral, including
previous correspondence and agreements between the parties hereto, are merged herein and superseded hereby. Landlord and Tenant
acknowledges that all representations and statements upon which it relied in executing this Lease are contained herein and that
it in no way relied upon any other statements or representations, written or oral. This Lease may not be modified orally or in
any manner other than by written agreement signed by the parties hereto.


 


25.5
Governing Law. This Lease is made pursuant to, and shall be governed by, and construed in accordance with, the laws of the
Commonwealth of Massachusetts and any applicable local municipal rules, regulations, by-laws, ordinances and the like, without
application of any conflicts of law provisions that would otherwise apply the substantive law of any other jurisdiction.


 



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25.6
Representation of Authority. By his or her execution hereof, each of the signatories on behalf of the respective parties hereby
warrants and represents to the other that he or she is duly authorized to execute this Lease on behalf of such party. Upon a party’s
request, the other party shall provide evidence that any requisite resolution, corporate authority and any other necessary consents
have been duly adopted and obtained.


 


25.7
Expenses Incurred by Landlord upon Tenant Requests. Tenant shall, upon demand, reimburse Landlord for all reasonable out-of-pocket
expenses, including, without limitation, legal fees, incurred by Landlord in connection with all requests by Tenant for consents,
approvals or execution of collateral documentation related to this Lease, including, without limitation, costs incurred by Landlord
in the review and approval of Tenant’s plans and specifications in connection with proposed Alterations to be made by Tenant
to the Premises or in connection with requests by Tenant for Landlord’s consent to make a Transfer. Such costs shall be
deemed to be Additional Rent under this Lease.


 


25.8
Survival. Without limiting any other obligation of Tenant or Landlord which may survive the expiration or prior termination
of the Term, all obligations on the part of Tenant to indemnify, defend, or hold Landlord harmless, as set forth in this Lease
shall survive the expiration or prior termination of the Term.


 


25.9
Limitation of Liability. Tenant shall neither
assert nor seek to enforce any claim against Landlord or any of the other Landlord Parties, or the assets of any of the Landlord
Parties, for breach of this Lease or otherwise, other than against Landlord’s interest in the Property and in the uncollected
rents, issues and profits thereof, and Tenant agrees to look solely to such interest for the satisfaction of any liability of
Landlord under this Lease. This Section 25.9 shall not limit any right that Tenant might otherwise have to obtain injunctive
relief against Landlord or any other Landlord Parties. Landlord and Tenant specifically agree that in no event shall any individual
that is an officer, director, trustee, employee or representative of Landlord or Tenant or any of the other Landlord Parties or
Tenant Parties, ever be personally liable for any obligation under this Lease. Notwithstanding anything to the contrary herein
contained, neither Landlord nor any of the other Landlord Parties shall be liable for consequential or incidental damages or for
lost profits whatsoever in connection with this Lease. Notwithstanding anything to the contrary herein contained, neither Tenant
nor any of the other Tenant Parties shall be liable for consequential or incidental damages or for lost profits in connection
with this Lease, except that the provisions of this sentence will not affect or limit Tenant’s liability in the event of
any breach by Tenant of its obligations under Sections 17, 21.1, or 21.3 of this Lease.


 


25.10
Binding Effect. The covenants, agreements, terms, provisions and conditions of this Lease shall bind and benefit the successors
and assigns of the parties hereto with the same effect as if mentioned in each instance where a party hereto is named or referred
to, except that no violation of the provisions of Section 13 hereof shall operate to vest any rights in any successor or assignee
of Tenant.


 



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25.11
Landlord Obligations upon Transfer. Upon any sale, transfer or other- disposition of the Building, Landlord shall be entirely
freed and relieved from the performance and observance thereafter of all covenants and obligations hereunder on the part of Landlord
to be performed and observed, it being understood and agreed in such event (and it shall be deemed and construed as a covenant
running with the land) that the person succeeding to Landlord’s ownership of said reversionary interest shall thereupon
and thereafter assume, and perform and observe, any and all of such covenants and obligations of Landlord, except as otherwise
agreed in writing.


 


25.12
No Grant of Interest. Tenant shall not grant any interest whatsoever in any fixtures within the Premises or any item paid
in whole by the Allowance (as defined in Exhibit 3) or otherwise by Landlord.


 


25.13
Financial Information. Tenant shall deliver to Landlord, within thirty (30) days after Landlord’s reasonable request,
Tenant’s most recently completed balance sheet and related statements of income, shareholder’s equity and cash flows
statements (audited if available) reviewed by an independent certified public accountant and certified by an officer of Tenant
as being true and correct in all material respects. Any such financial information may be relied upon by any actual or potential
lessor, purchaser, or mortgagee of the Property or any portion thereof.


 


25.14
OFAC Certificate and Indemnity. Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive
Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Public Law 10756, the “Patriot Act”) prohibit certain property transfers. Tenant hereby
represents and warrants to Landlord (which representations and warranties shall be deemed to be continuing and re-made at all
times during the Term) that neither Tenant nor to Tenant’s knowledge any stockholder, manager, beneficiary, partner, or
principal of Tenant is subject to the Executive Order, that none of them is listed on the United States Department of the Treasury
Office of Foreign Assets Control (“OFAC”) list of “Specially Designated Nationals and Blocked Persons”
as modified from time to time, and that none of them is otherwise subject to the provisions of the Executive Order or the Patriot
Act. The most current list of “Specially Designated Nationals and Blocked Persons” can be found at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html.
Tenant shall from time to time, within ten (10) days after request by Landlord, deliver to Landlord any certification or other
evidence requested from time to time by Landlord in its reasonable discretion, confirming Tenant’s compliance with these
provisions. No assignment or subletting, other than a Related Party Transfer, shall be effective unless and until the assignee
or subtenant thereunder delivers to Landlord written confirmation of such party’s compliance with the provisions of this
subsection, in form and content satisfactory to Landlord, in the exercise of its reasonable discretion. If for any reason the
representations and warranties set forth in this subsection, or any certificate or other evidence of compliance delivered to Landlord
hereunder, is untrue in any material respect when made or delivered, or thereafter becomes untrue in any material respect, then
an Event of Default hereunder shall be deemed to occur immediately, and there shall be no opportunity to cure. Tenant shall indemnify,
defend with counsel reasonably acceptable to Landlord, and hold Landlord harmless from and against, any and all Claims arising
from or related to the breach of any of the foregoing representations, warranties, and duties of Tenant. The provisions of this
subsection shall survive the expiration or earlier termination of this Lease for the longest period permitted by law.


 



    PAGE 50


     


    

 


25.15
Confidentiality.


 


(a)
Tenant’s Obligations. Tenant acknowledges and agrees that the terms of this Lease are confidential. Disclosure of
the terms hereof could adversely affect the ability of Landlord to negotiate other leases with respect to the Building and may
impair Landlord’s relationship with other tenants of the Building. Tenant agrees that it and its partners, officers, directors,
employees, brokers, and attorneys, if any, shall not disclose the terms and conditions of this Lease to any other person or entity
without the prior written consent of Landlord which may be given or withheld by Landlord, in Landlord’s sole discretion,
except as required for financial disclosures or securities law filings, as required by the order of any court or public body with
authority over Tenant or otherwise required by law, in connection with any litigation between Landlord and Tenant with respect
this Lease, or if such information becomes publicly available through no breach of this Lease by Tenant. In addition, Tenant shall
have the right to disclose the terms of this Lease to any of Tenant’s lenders, provided that Tenant advises such lenders
that Tenant is subject to the confidentiality terms set forth in this Section 25.15(a).


 


(b)
Landlord’s Obligations.


 


(i)
Landlord acknowledges and agrees to hold any and all information of any kind provided by, or on behalf of, Tenant relating to
Tenant’s business in the Premises and identified by Tenant to Landlord (i) in writing as confidential or (ii) verbally at
the time that Landlord or its representative observes the same (all the foregoing, “Tenant Information”), confidential
and not to disclose such to any third parties except for the specific Tenant Information that is permitted under this Lease elsewhere
to be disclosed by Landlord to a third party. Landlord shall not use Tenant Information for any purpose other than performing
its obligations and exercising its rights under this Lease or otherwise during the ordinary course of Landlord’s business.
Tenant Information shall not include information which:


 


(1)
is generally known to the public at the time of disclosure or observation by Landlord;


 


(2)
becomes generally known to the public after disclosure hereunder other than by breach of this Lease by Landlord (or any third
party to which Landlord disclosed Tenant Information pursuant to the terms of the Lease);


 


(3)
is provided to Landlord by a third party who is lawfully entitled to possession of such Tenant Information and who does not violate
any obligation to Tenant by providing such Tenant Information to the Landlord free of restriction, or


 


(4)
is independently developed by employees or agents of the Landlord without the use of Tenant Information.


 



    PAGE 51


     


    

 


(ii)
Notwithstanding anything to the contrary herein contained:


 


(1)
Nothing herein shall preclude Landlord from disclosing information required by applicable Legal Requirements, court order, or
in connection with litigations between the parties. In the event that Landlord is required by court order or governmental authority
or other legal compulsion to disclose Tenant Information, Landlord shall use reasonable efforts to promptly inform Tenant in writing
so that Tenant may seek a protective order or other appropriate remedy. Landlord shall, if so requested, cooperate, at no cost
to Landlord, with Tenant in such manner as Tenant may reasonably request in connection with Tenant’s efforts to obtain any
such order or other remedy. In the event that no such protective order or other remedy is obtained, then Tenant may furnish only
that portion of the Tenant Information which Landlord is advised by counsel that it is legally required to disclose and shall
exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the Tenant Information.


 


(2)
Landlord shall have the right to disclose Tenant Information to Landlord’s mortgagees, investors, purchasers (as well as
prospective mortgagees, investors and purchasers), directors, officers, accounts, attorneys, consultants, contractors and others
who have the need to know such Tenant Information in the ordinary course of Landlord’s business.


 


(3)
Where Landlord is permitted under this Lease to disclose specific Tenant Information to a third party, it shall only do so after
Landlord advises such third party that Landlord is subject to the confidentiality obligations set forth in this Section 25.15(b).


 


(c)
It is understood and agreed that damages alone might not be an adequate remedy for the breach of this Section 25.15 by Tenant
or Landlord, and Landlord or Tenant, as the case may be, shall also have the right to seek specific performance of this provision
and to seek injunctive relief to prevent its breach or continued breach.


 




    PAGE 52


     


    

 


IN
WITNESS WHEREOF the parties hereto have executed this Lease as a sealed instrument as of the Execution Date.


 


	LANDLORD:	 
	 	 
	JAMESTOWN
    PREMIER 245 FIRST, LLC,	 
	a Delaware
    limited liability company	 
	 	 	 
	By:	/s/
    Shegun Holder	 
	 	Name: 	Shegun
    Holder	 
	 	Title:	Authorized Signatory	 
	 	 	 
	TENANT:	 
	 	 
	HORIZON
    DISCOVERY INC.,	 
	a Delaware
    corporation	 
	 	 	 
	By:	/s/
    Jeb Ledell	 
	 	Name:	Jeb Ledell	 
	 	Title:  	COO	 


 




    PAGE 53


     


    

 


EXHIBIT
1


 


LEASE
PLAN


 





 




    EXHIBIT 1, PAGE 1


     


    

EXHIBIT
1-1


 


PH
SYSTEM PREMISES PLAN


 





 




    EXHIBIT 1-1, PAGE 1


     


    

 


EXHIBIT
1-2


 


MATTERS
OF RECORD


 


		1.	Agreement
                                         by and between Austin Ford and Son Company and The Carter’s Ink Company dated June
                                         27, 1908, recorded in Book 3378, Page 383.



 


		2.	Decision
                                         by the Cambridge Board of Appeals granting a Variance, Notice of which is dated November
                                         15,1961 and recorded in Book 9935, Page 484.



 


		3.	Notice
                                         of Decision by the City of Cambridge Planning Board dated July 13,1983, recorded in Book
                                         15468, Page 10, as affected by Notice of Decision by the City of Cambridge Planning Board
                                         dated May 9,2003, recorded in Book 39612, Page 323.



 


		4.	Decision
                                         by the City of Cambridge Board of Zoning Appeal dated April 11,2005, recorded In Book
                                         45154, Page 349.



 


		5.	Easement
                                         from M.L. Properties, Inc., and Riverview Building Limited Partnership to Cambridge Electric
                                         Light Company dated July 25,1983, recorded in Book 15145, Page 535.



 




    EXHIBIT 1-2, PAGE 1


     


    

 


EXHIBIT
2


 


LEGAL
DESCRIPTION


 


The
land in Cambridge, Middlesex County, Massachusetts, situated on First Street, and being shown as Lot B on a plan entitled, “Plan
of Land in Cambridgeport Belonging to Henry M. Whitney” dated March 21,1903, prepared by W.A. Mason & Son, Surveyors,
and recorded with the Middlesex South District Registry of Deeds in Plan Book 142, Plan 37, to which plan reference is hereby
made for a more particular description.


 


Lot
B contains 70,489+ square feet, according to said plan.


 




    EXHIBIT 2, PAGE 1


     


    

 


EXHIBIT
3


 


TENANT’S
WORK


 


This
Exhibit is attached to and made a part of the Indenture of Lease (the “Lease”) by and between JAMESTOWN
PREMIER 245 FIRST, LLC, a Delaware limited liability company (“Landlord”), and HORIZON DISCOVERY INC.,
a Delaware corporation (“Tenant”), for space in the Building located at 245 First Street, Cambridge, Massachusetts
02142. Capitalized terms used but not defined herein shall have the meanings given in the Lease.


 


1.
Performance of Initial Alterations. Tenant, following the delivery of the Premises by Landlord and the full and final execution
and delivery of the Lease to which this Exhibit is attached and all prepaid rental, if any, and security deposits required under
such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”).
Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises
unless and until Tenant has complied with all of the terms and conditions of Section 9.03 of the Lease, including, without limitation,
approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such
Initial Alterations. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation,
compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the
placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall
in no event relieve Tenant of the responsibility for such design. Landlord’s approval of Tenant’s plans for the Initial
Alterations shall not be unreasonably withheld, conditioned or delayed. Unless otherwise expressly agreed to by Landlord in writing,
Tenant’s plans shall be consistent with the Building’s standards for leasehold improvements. Landlord’s approval
of the contractors to perform the Initial Alterations shall not be unreasonably withheld, conditioned or delayed. The parties
agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be
unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii)
does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for
the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, or (iv) is not licensed as
a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to
be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Tenant shall ensure
that all contractors performing the Initial Alterations include Landlord and such other parties as Landlord shall require as additional
insureds on the insurance policies maintained by such contractors.


 


2.
Budget and Landlord’s Share. Promptly after Landlord approves Tenant’s plans for the Initial Alterations, Tenant
shall deliver to Landlord an itemized statement (the “Budget”) of the estimated hard and soft costs of the
Initial Alterations (the “Estimated Cost”). Tenant shall, on a monthly basis, deliver to Landlord an updated
Budget of the Estimated Cost, based upon the information then available to Tenant. “Landlord’s Share” shall
be defined as follows; (i) if the Estimated Cost, as set forth in the then current Budget is less than, or equal to, the Maximum
Amount of the Allowance, as hereinafter defined, then Landlord’s Share shall be 100%, and (ii) if the Estimated Cost, as
set forth in the then current Budget, is greater than the Maximum Amount, then Landlord’s Share shall be equal to a fraction,
the numerator of which is the Maximum Amount, and the denominator of which is the Estimated Cost, as set forth in the then current
Budget.


 



    EXHIBIT 3, PAGE 1


     


    

 


3.
Definition of Allowance. Subject to the terms and conditions of this Exhibit, Landlord agrees to contribute an amount (the
“Allowance”) not to exceed of $338,715.00 (the “Maximum Amount”) toward the cost of performing
the Initial Alterations in preparation of Tenant’s occupancy of the Premises. The Allowance may only be used for the costs
(the “Permitted Costs”) incurred by Tenant: (i) in preparing design and construction documents and mechanical
and electrical plans for the Initial Alterations, installing data/telecom cabling, and the purchasing of furniture (collectively,
the “Soft Costs”), and (ii) the hard costs in connection with the Initial Alterations (collectively, the “Hard
Costs”). No more than fifteen percent (15%) of the Maximum Amount may be used to pay for Soft Costs. In no event shall
Permitted Costs include the cost of equipment, furniture or other items of personal property of Tenant.


 


4.
Payment Procedures. Landlord shall, subject to the provisions of this Exhibit, pay Landlord’s Share of the amount
requested by Tenant pursuant to each Requisition, as hereinafter defined, to Tenant or, at Landlord’s option, to the order
of the general contractor that performs the Initial Alterations, within 30 days after Landlord’s receipt of such Requisition,
In no event shall Landlord be required to: (i) pay more than the Maximum Amount of the Allowance towards Permitted Costs, (ii)
disburse the Allowance more than one time per month, or (iii) pay more than the Maximum Amount of the Allowance. Notwithstanding
anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance
of an uncured default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such default
is cured, Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records
relating to each Requisition in order to verify the amount thereof.


 


5.
Requisition. A “Requisition” shall be defined as the following documentation: (i) an application for
payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement
is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s
Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s,
subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement
is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state
in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s
Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v)
plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications
comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts
for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing
an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. In addition,
the final Requisition (i.e,, after the completion of the Initial Alterations, and prior to final disbursement of the Allowance)
shall include the following documentation: (1) general contractor and architect’s completion affidavits, (2) full and final
waivers of lien from all contractors, subcontractors and material suppliers, (3) receipted bills covering all labor and materials
expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the
Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance
with Legal Requirements, codes and ordinances.


 



    EXHIBIT 3, PAGE 2


     


    

 


6.
Outside Draw Date. If Tenant does not submit a request for payment of the entire Allowance to Landlord in accordance with
the provisions contained in this Exhibit by January 31, 2018, any unused amount shall accrue to the sole benefit of Landlord,
it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant
shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or
Allowance.


 


7.
No Administration and Supervision Fee. Tenant shall not be required to pay an administration and supervision fee to Landlord
or to Landlord’s Building manager as compensation for the review of Tenant’s plans and other services rendered by
the Building manager in connection with the Initial Alterations.


 


8.
“As Is” Condition of Premises. Except as otherwise provided for in the Lease, Tenant agrees to accept the Premises
in its “as-is” condition and configuration, it being agreed that Landlord shall not be required to perform any work
or, except as provided above with respect to the Allowance, incur any costs in connection with the construction or demolition
of any improvements in the Premises. This Exhibit shall not be deemed applicable to any additional space added to the Premises
at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises
or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options
under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.


 


9.
Miscellaneous. Tenant shall have right to use the freight elevator and loading dock on a twenty-four-(24)-hour basis at
no additional charge.


 



    EXHIBIT 3, PAGE 3


     


    

 





EXHIBIT
4


 


INTENTIONALLY
OMITTED


 



    EXHIBIT 4, PAGE 1


     


    

 





EXHIBIT
5


 


FORM
OF LETTER OF CREDIT


 


[See
Attached]


 




    EXHIBIT 5, PAGE 1


     


    

 





 


IRREVOCABLE
STANDBY LETTER OF CREDIT NO. SVBSF010522


 


DATE:
OCTOBER 28, 2015


 


ISSUING
BANK:

SILICON VALLEY BANK

3003 TASMAN DRIVE

2ND FLOOR, MAIL SORT HF210

SANTA CLARA, CALIFORNIA 95054


 


BENEFICIARY:

JAMESTOWN PREMIER 245 FIRST, LLC

675 PONCE DE LEON AVENUE, 7TH FLOOR

ATLANTA, GA 30308


 


APPLICANT:

HORIZON DISCOVERY INC.

245 FIRST ST., THIRD FLOOR

CAMBRIDGE MA 02142


 


AMOUNT:
USD 560,234.61 (FIVE HUNDRED SIXTY THOUSAND TWO HUNDRED THIRTY FOUR AND 61/100 U.S. DOLLARS)


 


EXPIRATION
DATE: OCTOBER 28, 2016


 


LOCATION:
SANTA CLARA, CALIFORNIA


 


DEAR
SIR/MADAM:


 


WE
HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF010522 IN YOUR FAVOR AVAILABLE BY YOUR DRAFTS DRAWN ON US AT
SIGHT IN THE FORM OF EXHIBIT “A” ATTACHED AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:


 


		1	THE
                                         ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY.



 


		2.	BENEFICIARY’S
                                         SIGNED STATEMENT STATING AS FOLLOWS:



 


“WE
HEREBY CERTIFY THAT THE DRAFT ACCOMPANYING THIS STATEMENT REPRESENTS THE AMOUNT DUE TO US UNDER THE TERMS AND CONDITIONS UNDER
THAT CERTAIN LEASE AGREEMENT BETWEEN HORIZON DISCOVERY INC., AS TENANT, AND JAMESTOWN PREMIER 24 FIRST, LLC, AS LANDLORD.”


 


PARTIAL
DRAWS AND MULTIPLE PRESENTATIONS ARE ALLOWED.


 


THIS
ORIGINAL LETTER OF CREDIT MUST ACCOMPANY ANY DRAWINGS HEREUNDER FOR ENDORSEMENT OF THE DRAWING AMOUNT AND WILL BE RETURNED TO
THE BENEFICIARY UNLESS IT IS FULLY UTILIZED.


 



    PAGE – 1
 
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IRREVOCABLE
STANDBY LETTER OF CREDIT NO. SVBSF010522


 


DATE:
OCTOBER 28, 2015


 


THIS
LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD OF ONE YEAR, WITHOUT AMENDMENT, FROM THE PRESENT OR
EACH FUTURE EXPIRATION DATE UNLESS AT LEAST 60 DAYS PRIOR TO THE THEN CURRENT EXPIRATION DATE WE SEND YOU A NOTICE BY REGISTERED
MAIL OR OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS (OR ANY OTHER ADDRESS INDICATED BY YOU, IN A WRITTEN NOTICE TO US THE RECEIPT
OF WHICH WE HAVE ACKNOWLEDGED, AS THE ADDRESS TO WHICH WE SHOULD SEND SUCH NOTICE) THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED
BEYOND THE CURRENT EXPIRATION DATE. IN NO EVENT SHALL THIS LETTER OF CREDIT BE AUTOMATICALLY EXTENDED BEYOND MARCH 31, 2024. IN
THE EVENT OF SUCH NOTICE OF NON-EXTENSION, YOU MAY DRAW HEREUNDER WITH A DRAFT STATED ABOVE AND ACCOMPANIED BY THIS ORIGINAL LETTER
OF CREDIT AND AMENDMENT(S), IF ANY, ALONG WITH YOUR SIGNED STATEMENT AS SET FORTH ABOVE.


 


THIS
LETTER OF CREDIT IS TRANSFERABLE ONE OR MORE TIMES, BUT IN EACH INSTANCE ONLY TO A SINGLE BENEFICIARY AS TRANSFEREE AND ONLY UP
TO THE THEN AVAILABLE AMOUNT, ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE WOULD BE IN COMPLIANCE WITH THEN APPLICABLE LAW AND REGULATION,
INCLUDING BUT NOT LIMITED TO THE REGULATIONS OF THE U. S. DEPARTMENT OF TREASURY AND U. S. DEPARTMENT OF COMMERCE. AT THE TIME
OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINAL AMENDMENT(S), IF ANY, MUST BE SURRENDERED TO US AT OUR ADDRESS INDICATED
IN THIS LETTER OF CREDIT TOGETHER WITH OUR TRANSFER FORM ATTACHED HERETO AS EXHIBIT “B” DULY EXECUTED, THE CORRECTNESS
OF THE SIGNATURE AND TITLE OF THE PERSON SIGNING THE TRANSFER FORM MUST BE VERIFIED BY BENEFICIARY’S BANK. APPLICANT SHALL
PAY OUR TRANSFER FEE OF W OF 1% OF THE TRANSFER AMOUNT (MINIMUM US$250.00) UNDER THIS LETTER OF CREDIT, PROVIDED HOWEVER, THAT
PAYMENT OF OUR TRANSFER FEE SHALL NOT BE A CONDITION TO THE TRANSFER OF THE LETTER OF CREDIT.


 


DRAFT(S)
AND DOCUMENTS MUST INDICATE THE NUMBER AND DATE OF THIS LETTER OF CREDIT,


 


ALL
DEMANDS FOR PAYMENT SHALL BE MADE BY PRESENTATION OF THE ORIGINAL APPROPRIATE DOCUMENTS ON A BUSINESS DAY AT OUR OFFICE (THE “BANK’S
OFFICE”) AT: SILICON VALLEY BANK, 3003 TASMAN DRIVE, SANTA CLARA, CA 95054, ATTENTION: STANDBY LETTER OF CREDIT NEGOTIATION
SECTION OR BY FACSIMILE TRANSMISSION AT: (408) 496-2418 OR (408) 969-6510 ; AND SIMULTANEOUSLY UNDER TELEPHONE ADVICE TO: (408)
654-6274 OR (408) 654-7716, ATTENTION: STANDBY LETTER OF CREDIT NEGOTIATION SECTION WITH ORIGINALS TO FOLLOW BY OVERNIGHT COURIER
SERVICE; PROVIDED, HOWEVER, THE BANK WILL DETERMINE HONOR OR DISHONOR ON THE BASIS OF PRESENTATION BY FACSIMILE ALONE, AND WILL
NOT EXAMINE THE ORIGINALS.


 



    PAGE – 2
 
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IRREVOCABLE
STANDBY LETTER OF CREDIT NO. SVBSF010522


 


DATE:
OCTOBER 28, 2015



 


WE
HEREBY AGREE WITH THE BENEFICIARY THAT DRAFTS DRAWN UNDER AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT
WILL BE DULY HONORED UPON PRESENTATION TO US ON OR BEFORE THE EXPIRATION DATE OF THIS LETTER OF CREDIT OR ANY AUTOMATICALLY EXTENDED
EXPIRATION DATE.


 


IF
ANY INSTRUCTIONS ACCOMPANYING A DRAWING UNDER THIS LETTER OF CREDIT REQUEST THAT PAYMENT IS TO BE MADE BY TRANSFER TO YOUR ACCOUNT
WITH ANOTHER BANK, WE WILL ONLY EFFECT SUCH PAYMENT BY FED WIRE TO A U.S. REGULATED BANK, AND WE AND/OR SUCH OTHER BANK MAY RELY
ON AN ACCOUNT NUMBER SPECIFIED IN SUCH INSTRUCTIONS EVEN IF THE NUMBER IDENTIFIES A PERSON OR ENTITY DIFFERENT FROM THE INTENDED
PAYEE.


 


THIS
LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (ISP98), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO.
590.


 


SILICON
VALLEY BANK,


 


	/s/
    Mane Badalyan	 	/s/
    Evelio Barairo
	AUTHORIZED SIGNATURE	 	AUTHORIZED SIGNATURE
	Mane Badalyan	 	Evelio Barairo


 




    PAGE – 3
 
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EXHIBIT
“A”


 


	 	 
	DATE:
                                     	REF.
NO.                                   
	 	 
	 	 
	AT
    SIGHT OF THIS DRAFT	 	 
	 	 	 
	PAY TO THE ORDER OF                                                                                                                                  US$                                    
	 	 
	US
    DOLLARS                                                                                                                                                                                        
	 
	DRAWN
    UNDER SILICON VALLEY BANK., SANTA CLARA, CALIFORNIA, STANDBY LETTER OF CREDIT NUMBER NO. _________________________DATED___________
	 
	TO:	SILICON VALLEY BANK	 
	 	3003 TASMAN DRIVE	                                                                                
	 	SANTA CLARA, CA 95054	(BENEFICIARY’S
NAME)
	 	 
	 	                                                                                
	 	     Authorized
        Signature
	 	                                                                                                     	 	 


 


GUIDELINES
TO PREPARE THE DRAFT


 


		1.	DATE:
                                         ISSUANCE DATE OF DRAFT.



		2.	REF.
                                         NO.: BENEFICIARY’S REFERENCE NUMBER, IF ANY.



		3.	PAY
                                         TO THE ORDER OF: NAME OF BENEFICIARY AS INDICATED TN THE L/C (MAKE SURE BENEFICIARY ENDORSES
                                         IT ON THE REVERSE SIDE).



		4.	USS:
                                         AMOUNT OF DRAWING IN FIGURES.



		5.	USDOLLARS:
                                         AMOUNT OF DRAWING IN WORDS.



		6.	LETTER
                                         OF CREDIT NUMBER: SILICON VALLEY BANK’S STANDBY L/C NUMBER THAT PERTAINS TO THE
                                         DRAWING.



		7.	DATED:
                                         ISSUANCE DATE OF THE STANDBY L/C.



		8.	BENEFICIARY’S
                                         NAME: NAME OF BENEFICIARY AS INDICATED IN THE L/C.



		9.	AUTHORIZED
                                         SIGNATURE: SIGNED BY AN AUTHORIZED SIGNER OF BENEFICIARY.



 


IF
YOU HAVE QUESTIONS RELATED TO THIS STANDBY LETTER OF CREDIT PLEASE CONTACT US AT _______________.


 




     


     


    

 


EXHIBIT

TRANSFER FORM


 


DATE:                                              


 


	TO:	SILICON
    VALLEY BANK

    3003 TASMAN DRIVE

    SANTA CLARA, CA 95054

    ATTN: INTERNATIONAL DIVISION. STANDBY LETTERS OF CREDIT	 	RE:
    IRREVOCABLE STANDBY LETTER OF CREDIT NO. ____________ ISSUED BY SILICON VALLEY BANK, SANTA CLARA L/C AMOUNT: _________________


 


GENTLEMEN:


 


FOR
VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:


 


 





 



(NAME
OF TRANSFEREE)


 


 





 



(ADDRESS)


 


ALL
RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF
THE DATE OF THIS TRANSFER.


 


BY
THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE. TRANSFEREE
SHALL HAVE THE SOLE RIGHTS AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS, WHETHER INCREASES OR EXTENSIONS
OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECTLY TO THE TRANSFEREE WITHOUT
NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.


 


THE
ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD
IT DIRECTLY TO THE TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.




 


	SINCERELY,
	 
	 
	(BENEFICIARY’S
    NAME)
	 
	 
	(SIGNATURE
    OF BENEFICIARY)
	 
	 
	(NAME
    AND TITLE)


 






 


	SIGNATURE
    AUTHENTICATED
	 
	The
    name(s), title(s), and signature(s) conform to that/those on file with us for the company and the signature(s) is/are authorized
    to execute this instrument.
	 
	We
    further confirm that the company has been identified applying the appropriate due diligence and enhanced due diligence as
    required by BSA and all its subsequent amendments.
	 
	(Name
    of Bank)
	 
	(Address
    of Bank)
	 
	(City,
    State, ZIP Code)
	 
	(Authorized
    Name and Title)
	 
	(Authorized
    Signature)
	 
	(Telephone
    number)


 








     


     


    

  


EXHIBIT
6


 


INTENTIONALLY
OMITTED


 




    EXHIBIT 6, PAGE 1


     


    

 


EXHIBIT
7


 


TENANT’S
HAZARDOUS MATERIALS


 


Sulfuric
acid-IL


Ethanol,
absolute- 3G


Ethanol,denatured-
24G


Acetonitrile-
1G


Acetone-
500ml


Xylene,
0


Oxalic
acid, 0


Acetic
acid, <500ml


Formaldehyde,
0


Propanol,
2L


Tiiethylamine,
0


6N
HCL acid, 0


2N
Sodium Hydroxide, 0


Methyl
Alcohol, 6G


Chloroform,
4G


Dimethyl
sulfoxide, 14L


2
Mercaptoethanol, 500ml


30%
Hydrogen Peroxide,0


70%
denatured alcohol, 40L


20%
denatured alcohol, 0


 




    EXHIBIT 7, PAGE 1


     


    

 


EXHIBIT
8


 


RULES
AND REGULATIONS


 


The
following rules and regulations shall apply, where applicable, to the Premises, the Buildings, the parking facilities (if any),
the Property and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of
the terms of the Lease, the remainder of the terms of the Lease shall control.


 


1.
Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant
for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed,
emptied, or thrown in those areas. At no time shall Tenant permit Tenant’s employees to loiter in Common Areas or elsewhere
about the Buildings or Property,


 


2.
Plumbing fixtures and appliances shall be used only for the purposes for which designed and no sweepings, rubbish, rags or other
unsuitable material shall be thrown or placed in the fixtures or appliances,


 


3.
No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Buildings, except those
of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite
numbers at the entrance to the Premises shall be installed by Landlord, at Tenant’s cost and expense, using the standard
graphics for the Buildings. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks
or screws shall be inserted into any part of the Premises or Buildings except by the Building maintenance personnel without Landlord’s
prior approval, which approval shall not be unreasonably withheld.


 


4.
Landlord may provide and maintain in the first floor (main lobby) of the Buildings an alphabetical directory board or other directory
device listing tenants and no other directory shall be permitted unless previously consented to by Landlord in writing.


 


5.
Tenant shall not place any lock(s) on any door in the Premises or Buildings without Landlord’s prior written consent, which
consent shall not be unreasonably withheld, and Landlord shall have the right at all times to retain and use keys or other access
codes or devices to all locks within and into the Premises. A reasonable number of keys to the locks on the entry doors in the
Premises shall be furnished by Landlord to Tenant at Tenant’s cost and Tenant shall not make any’ duplicate keys.
All keys shall be returned to Landlord at the expiration or early termination of the Lease.


 


6.
All contractors, contractor’s representatives and installation technicians performing work in the Buildings shall be subject
to Landlord’s prior approval, which approval shall not be unreasonably withheld, and shall be required to comply with Landlord’s
standard rules, regulations, policies and procedures, which may be revised from time to time. Landlord has no obligation to allow
any particular telecommunication service provider to have access to the Buildings or to the Premises, If Landlord permits access,
Landlord may condition the access upon the payment to Landlord by the service provider of fees assessed by Landlord in Landlord’s
sole discretion.


 



    EXHIBIT 8, PAGE 1


     


    

 


7.
Movement in or out of the Buildings of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials
requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be performed in a manner and restricted to
hours reasonably designated by Landlord. Tenant shall obtain Landlord’s prior approval by providing a detailed listing of
the activity, including the names of any contractors, vendors or delivery companies, which approval shall not be unreasonably
withheld. Tenant shall assume all risk for damage, injury or loss in connection with the activity.


 


8.
Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Premises,
which approval shall not be unreasonably withheld; provided that approval by Landlord shall not relieve Tenant from liability
for any damage in connection with such heavy equipment or articles.


 


9.
Corridor doors, when not in use, shall be kept closed.


 


10.
Tenant shall not: (a) make or permit any improper, objectionable or unpleasant noises or odors in the Buildings, or otherwise
interfere in any way with other tenants or persons having business with them; (b) solicit business or distribute or cause to be
distributed, in any portion of the Buildings, handbills, promotional materials or other advertising; or (c) conduct or permit
other activities in the Buildings or Property that might, in Landlord’s sole opinion, constitute a nuisance.


 


11.
Except as permitted pursuant to the provisions of the Lease, no animals, except those assisting handicapped persons, shall be
brought into the Buildings or kept in or about the Premises.


 


12.
No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Buildings or about
the Property, except for those substances as are typically found in similar premises used for general office purposes and are
being used by Tenant in a safe manner and in accordance with all Legal Requirements. Tenant shall not, without Landlord’s
prior written consent, use, store, install, spill, remove, release or dispose of, within or about the Premises or any other portion
of the Property, any asbestos-containing materials or any solid, liquid or gaseous material now or subsequently considered toxic
or hazardous under the provisions of 42 U.S.C. Section 9601 et seq., M.G.L. c, 21C, M.G.L. c. 21E or any other applicable environmental
law which may now or later be in effect. Tenant shall comply with all laws pertaining to and governing the use of these materials
by Tenant and shall remain solely liable for the costs of abatement and removal.


 


13.
Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or impair the present
or future value of the Premises or the Buildings. Tenant shall not use, or permit any part of the Premises to be used for lodging,
sleeping or for any illegal purpose.


 


14.
Tenant shall not take any action which would violate Landlord’s labor contracts or which would cause a work stoppage, picketing,
labor disruption or dispute or interfere with Landlord’s or any other tenant’s or occupant’s business or with
the rights and privileges of any person lawfully in the Buildings (“Labor Disruption”). Tenant shall take the actions
necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate
any work in the Premises that gave rise to the Labor Disruption, until Landlord gives its written consent for the work to resume.
Tenant shall have no claim for damages against Landlord or any of the Landlord Parties nor shall the Commencement Date be extended
as a result of the above actions.


 



    EXHIBIT 8, PAGE 2


     


    

 


15.
Tenant shall not install, operate or maintain in the Premises or in any other area of the Buildings, electrical equipment that
would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by Landlord.
Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of electric or gas heating
devices, without Landlord’s prior written consent. Tenant shall not use more than its proportionate share of telephone lines
and other telecommunication facilities available to service the Buildings.


 


16.
Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without
limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes
and other goods), except for machines for the exclusive use of Tenant’s employees and invitees.


 


17.
Bicycles and other vehicles are not permitted inside the Buildings or on the walkways outside the Buildings, except in areas designated
by Landlord.


 


18.
Landlord may from time to time adopt systems and procedures for the security and safety of the Buildings and Property, their occupants,
entry, use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with Landlord’s systems
and ‘ procedures.


 


19.
Landlord shall have the right to prohibit the use of the name of the Buildings or any other publicity by Tenant that in
Landlord’s sole opinion may impair the reputation of the Buildings or their desirability. Upon written notice from
Landlord, Tenant shall refrain from and discontinue such publicity immediately.


 


20.
Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the Common Areas, unless
a portion of the Common Areas have been declared a designated smoking area by Landlord, nor shall the above parties allow smoke
from the Premises to emanate into the Common Areas or any other part of the Buildings. Landlord shall have the right to designate
the Buildings (including the Premises) as a non-smoking building.


 


21.
Landlord shall have the right to designate and approve standard window coverings for the Premises and to establish rules to assure
that the Buildings present a uniform exterior appearance. Tenant shall ensure, to the extent reasonably practicable, that window
coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun.


 


22.
Deliveries to and from the Premises shall be made only at the times in the areas and through the entrances and exits reasonably
designated by Landlord. Tenant shall not make deliveries to or from the Premises in a manner that might interfere with the use
by any other tenant of its premises or of the Common Areas, any pedestrian use, or any use which is inconsistent with good business
practice.


 



    EXHIBIT 8, PAGE 3


     


    

 


23.
The work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning work may be done at any time when
the offices are vacant. Windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish
receptacles to prevent unreasonable hardship to the cleaning service.


 


24.
Areas used in common by tenants, including the PH System Room shall be subject to such reasonable regulations as are posted therein.


 


25.
Tenant’s PH Neutralization System shall be located in the PH System Room on the first (1st) floor of the Building
in an area designated for Tenant’s use by the Landlord. In no event shall Tenant obstruct passage to or interfere with access
to systems operated by other tenants in the Building. Tenant’s use of area shall be strictly related to the Tenant’s
use and operation of its PH Neutralization System. Tenant shall provide secondary containment for storage of chemicals and materials
to the extent required by Legal Requirements.


 



    EXHIBIT 8, PAGE 4


     


    

 





EXHIBIT
9


 


TENANT
WORK INSURANCE SCHEDULE


 


Tenant
shall, at its own expense, maintain and keep in force, or cause to be maintained and kept in force by any general contractors,
sub-contractors or other third party entities where required by contract, throughout any period of alterations to the Premises
or the Building by Tenant, the following insurance coverages;


 


(1)
Property Insurance. “All-Risk”
or “Special” Form property insurance, and/or Builders Risk coverage for major renovation projects, including, without
limitation, coverage for fire, earthquake and flood; boiler and machinery (if applicable); sprinkler damage; vandalism; malicious
mischief coverage on all equipment, furniture, fixtures, fittings, tenants work, improvements and betterments, business income,
extra expense, merchandise, inventory/stock, contents, and personal property located on or in the Premises. Such insurance shall
be in an amount equal to the full replacement cost of the aggregate of the foregoing and shall provide coverage comparable to
the coverage in the standard ISO “All-Risk” or “Special” form, when such coverage is supplemented with
the coverages required above. Property policy shall also include coverage for Plate Glass, where required by written contract.


 


Builders
Risk insurance coverage may be provided by the general contractor on a blanket builders risk policy with limits adequate for the
project, and evidencing the additional insureds as required in the Lease.


 


(2)
Liability Insurance. General Liability,
Umbrella/Excess Liability, Workers Compensation and Auto Liability coverage as follows:


 


	 	(a)	General
    Liability	$1,000,000
    per occurrence
	 	 	 	 
	 	 	 	$1,000,000 personal
    & advertising injury
	 	 	 	 
	 	 	 	$2,000,000 products/completed
    operations aggregate
	 	 	 	 
	 	 	 	$2,000,000 general
    aggregate


 


The
General Contractor is required to maintain, during the construction period and up to 3 years after project completion, a General
Liability insurance policy, covering bodily injury, personal injury, property damage, completed operations, with limits to include
a $1,000,000 limit for blanket contractual liability coverage and adding Landlord as additional insured as respects the project
during construction and for completed operations up to 3 years after the end of the project. Landlord requires a copy of the ISO
20 10 11 85 Additional Insured endorsement, showing Landlord as an additional insured to the GC’s policy.


 


	 	(b)	Auto
    Liability	$1,000,000
    combined single limit (Any Auto) for bodily injury and property damage, hired and non-owned cover.



 



    EXHIBIT 9, PAGE 1


     


    

 


	 	(c)	Workers
    Compensation	Statutory
    Limits
	 	 	 	 
	 	 	Employers Liability	$1,000,000 each
    accident
	 	 	 	 
	 	 	 	$1,000,000 each
    employee
	 	 	 	 
	 	 	 	$1,000,000 policy
    limit


 


General
Contractor shall ensure that any and all sub-contractors shall maintain equal limits of coverage for Workers Compensation/EL and
collect insurance certificates verifying same.


 


	 	(d)	Umbrella/Excess
    Liability	$3,000,000
    per occurrence
	 	 	 	 
	 	 	 	$3,000,000 aggregate


 


(e)
Environmental Insurance - To the extent required by Landlord Contractors’ commercial general liability/umbrella insurance
policy(ies) shall include Landlord and Landlord’s designees as additional insureds’, and shall include a primary non-contributory
provision. Liability policy shall contain a clause that the insurer may not cancel or materially change coverage without first
giving Landlord thirty (30) days prior written notice, except cancellation for non-payment of premium, in which ten (10) days
prior written notice shall be required.


 


(3)
Deductibles. If any of the above insurances
have deductibles or self insured retentions, the Tenant and/or contractor (policy Named Insured) shall be responsible for the
deductible amount.


 


All
of the insurance policies required in this Exhibit 9 shall be written by insurance companies which are licensed to do business
in the State where the property is located, or obtained through a duly authorized surplus lines insurance agent or otherwise in
conformity with the laws of such state, with an A.M. Best rating of at least A- and a financial size category of not less than
VII. Tenant shall provide Landlord with certificates of insurance upon request, prior to commencement of the Tenant/contractor
work, or within thirty (30) days of coverage inception and subsequent renewals or rewrites/replacements of any cancelled/non-renewed
policies.


 



    EXHIBIT 9, PAGE 2


     


    

 





EXHIBIT
10


 


GENERATOR
AREA


 


See
attached.


 




    EXHIBIT 10, PAGE 1


     


    

 





 



    EXHIBIT 10, PAGE 2


     


    

 


EXHIBIT
11


 


FORM
OF SNDA


 


SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT


 


THIS
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) made as of this __ day of ___,
______, by and among JAMESTOWN PREMIER 245 FIRST, LLC, a Delaware limited liability company (“Landlord”),
CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the lenders (as hereinafter
defined) (in such capacity, “Administrative Agent”), and HORIZON DISCOVERY INC. (“Tenant”).


 


RECITALS:


 


A.
Tenant has executed that certain lease dated as of [___________________] (the foregoing, as amended and/or assigned, and as the
same may be further amended and/or assigned, the “Lease”), with Landlord, as lessor, covering the premises
described in the Lease consisting of (i) approximately 22,581 rentable square feet of space on the third (3rd) floor
of the Science Building (the “Principal Premises”); (ii) approximately 4,339 rentable square feet of storage
space on the third (3rd) floor of the Science Building (the “Storage Premises”); and (iii) approximately
160 rentable square feet of space on the first floor of the Science Building (the “PH System Premises”, collectively
with the Principal Premises and the Storage Premises, the “Premises”) in that certain building 245 First Street
and One Athenaeum Way, Cambridge, Massachusetts 02142 (the “Property”) and more particularly described in Exhibit
A attached hereto and made a part hereof by this reference; and


 


B.
Certain lenders (the “Lenders”) have made (or agreed to make) a loan to Landlord secured by a mortgage or deed
of trust encumbering the Property and an assignment of Landlord’s interest in the Lease (said mortgage or deed of trust
and assignment of leases, together with any amendments, renewals, increases, modifications, substitutions or consolidations of
either of them, collectively, the “Security Instrument”) in favor of Administrative Agent on behalf of the
Lenders; and


 


C.
Tenant and Administrative Agent desire to confirm their understanding with respect to the Lease and the Security Instrument, and
to have Landlord confirm its agreement therewith.


 


NOW,
THEREFORE, in consideration of the covenants, terms, conditions, and agreements contained herein, the parties hereto agree
as follows:


 


1.
The Lease and any extensions, modifications or renewals thereof, including but not limited to any option to purchase, right of
first refusal to purchase or right of first offer to purchase the Property or any portion thereof, if any, is and shall continue
to be subject and subordinate in all respects to the lien of the Security Instrument.


 



    EXHIBIT 11 PAGE 1


     


    

 


2.
Tenant agrees to deliver to Administrative Agent, in the manner set forth in Paragraph 13 of this Agreement, a copy of any notice
of default sent to Landlord by Tenant. If Landlord fails to cure such default within the time provided in the Lease, Administrative
Agent shall have the right, but not the obligation, to cure such default on behalf of Landlord within thirty (30) calendar days
after the time provided for Landlord to cure such default in the Lease has expired or, if such default cannot be cured within
that time, within a reasonable period provided Administrative Agent is proceeding with due diligence to cure such default. In
such event, then (i) Tenant shall not terminate the Lease while such remedies are being diligently pursued by Administrative Agent
and (ii) Tenant shall not terminate the Lease on the basis of any default by Landlord which is incurable by Administrative Agent
(such as, for example, the bankruptcy of Landlord or breach of any representation by Landlord), provided Administrative Agent
is proceeding with due diligence to commence an action to appoint a receiver or to obtain title to the Property by foreclosure,
deed in lieu of foreclosure, or otherwise (collectively, “Foreclosure”). Tenant hereby agrees that no action
taken by Administrative Agent to enforce any rights of Administrative Agent under the Security Instrument or related security
documents, by reason of any default thereunder (including, without limitation, the appointment of a receiver, any Foreclosure
or any demand for rent under any assignment of rents or leases) shall give rise to any right of Tenant to terminate the Lease
nor shall such action invalidate or constitute a breach of any of the terms of the Lease.


 


3.
Subject to the provisions of this Agreement, so long as Tenant is not in default after its receipt of written notice and the expiration
of all applicable grace and cure period under the Lease, Administrative Agent shall not disturb Tenant’s possession, quiet
enjoyment and occupancy of the Premises during the term, and on the other the terms and conditions, of the Lease.


 


4.
If Administrative Agent or its nominee or designee, or another purchaser of the Property upon a Foreclosure (any such person or
entity, a “Successor Owner”) succeeds to the interest of Landlord under the Lease, subject to Tenant’s
performance of its obligations under the Lease, the Lease will continue in full force and effect. Thereupon, Successor Owner shall
recognize the Lease and Tenant’s rights thereunder and Tenant shall make full and complete attornment to Successor Owner
as substitute landlord upon the same terms, covenants and conditions as provided in the Lease, including, but not limited to,
any option to purchase, right of first refusal to purchase or right of first offer to purchase the Property as may be provided
in the Lease. Notwithstanding the foregoing, Tenant agrees that any such option, right of first refusal or right of first offer
to purchase the Property or any portion thereof, as may be provided in the. Lease shall not apply to any Foreclosure and shall
not apply to the initial transfer of the Property by Successor Owner following such Foreclosure. In consideration of the foregoing,
Administrative Agent agrees that any such option, right of first refusal or right of first offer shall not be terminated by any
Foreclosure or conveyance of the Property by Successor Owner following such Foreclosure; rather, any such option, right of first
refusal or right of first offer shall remain as an obligation of any party acquiring the Property following the initial conveyance
of the Property by Successor Owner following such Foreclosure. Furthermore, Tenant expressly confirms to Administrative Agent
that any acquisition of title to all or any portion of the Property pursuant to Tenant’s exercise of any option, right of
first refusal or right of first offer contained in the Lease shall result in Tenant taking title subject to the lien of the Security
Instrument.


 



    EXHIBIT 11 PAGE 2


     


    

 


5.
Tenant agrees that, if Successor Owner shall succeed to the interest of Landlord under the Lease, Successor Owner shall not be:


 


(a)
liable for any prior act or omission of Landlord or any prior landlord or consequential damages arising therefrom except to the
extent that liability or damages accrue during a period in which Successor Owner has succeeded to Landlord; or


 


(b)
subject to any offsets or defenses which Tenant might have as to Landlord or any prior landlord; or


 


(c)
required or obligated to credit Tenant with any rent or additional rent for any rental period beyond the then current month which
tenant has paid Landlord; or


 


(d)
bound by any amendments or modifications of the Lease made without Administrative Agent’s prior written consent unless Administrative
Agent’s consent to such amendment or modification was not required pursuant to the Loan Agreement (as defined in the Security
Instrument);


 


(e)
liable for refund of all or any part of any security deposit unless such security deposit shall have been actually received by
Administrative Agent or Successor Owner;


 


(f)
required to make any repairs to the Property or the Premises required as a result of fire, or other casualty or by reason of condemnation
unless the Successor Owner shall be obligated under the Lease to make such repairs and shall have received sufficient casualty
insurance proceeds or condemnation awards to finance the completion of such repairs;


 


(g)
obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse
Tenant for any construction work done by Tenant, except for repairs, restoration and maintenance to the Property required by the
Lease to be performed by Landlord, the need for which continues after the date the Successor Owner succeeds to Landlord’s
interest in the Property; or


 


(h)
bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Successor
Owner succeeded to Landlord’s interest.


 


6.
Tenant agrees that, without the prior written consent of Administrative Agent in each case (unless Administrative Agent’s
consent thereto was not required pursuant to the Loan Agreement), Tenant shall not (a) amend, modify, terminate or cancel the
Lease or any extensions or renewals thereof, or tender a surrender of the Lease (except in each case that, upon a default by Landlord
under the Lease, Tenant may exercise its rights under the Lease after giving to Administrative Agent the notice and cure period
required by this Agreement), (b) make a prepayment of any rent or additional rent more than one (1) month in advance of the due
date thereof (other than first month’s rent paid in advance), or (c) subordinate or permit the subordination of Lease to
any lien subordinate to the Security Instrument. Any such purported action without such consent shall be void as against the holder
of the Security Instrument.


 



    EXHIBIT 11 PAGE 3


     


    

 


7.
To the extent that the Lease shall entitle Tenant to notice of the existence of any Security Instrument and the identity of any
mortgagee or any ground lessor, this Agreement shall constitute such notice to Tenant with respect to the Security Instrument
and Administrative Agent.


 


8.
Upon and after the occurrence of a default under the Security Instrument, which is not cured after any applicable notice and/or
cure periods, Administrative Agent shall be entitled, but not obligated, to require that Tenant pay all rent under the Lease as
directed, by Administrative Agent, which payment shall, to the extent made, satisfy the obligations of Tenant under the Lease.
Landlord agrees to hold Tenant harmless with respect to any such payments made by Tenant to Administrative Agent.


 


9.
Without limiting any of the forgoing provisions of this Agreement, nothing in this Agreement shall impose upon Administrative
Agent or any Lender any liability for flie obligations of Landlord under the Lease unless and until Administrative Agent takes
title to the Property. Anything herein or in the Lease to the contrary notwithstanding, in the event that a Successor Owner shall
acquire title to the Property or the portion thereof containing the Premises, Successor Owner shall have no obligation, nor incur
any liability, beyond Successor Owner’s then interest, if any, in the Property, and Tenant shall look exclusively to such
interest, if any, of Successor Owner in the Property for the payment and discharge of any obligations imposed upon Successor Owner
hereunder or under the Lease, and Successor Owner is hereby released or relieved of any other liability hereunder and under the
Lease, Tenant agrees that, with respect to any money judgment which may be obtained or secured by Tenant against Successor Owner,
Tenant shall look solely to the estate or interest owned by Successor Owner in the Property, and Tenant will not collect or attempt
to collect any such judgment out of any other assets of Successor Owner,


 


10.
Except as specifically provided in this Agreement, Administrative Agent shall not, by virtue of this Agreement, become subject
to any liability or obligation to Tenant under the Lease,


 


11.
EACH OF TENANT, ADMINISTRATIVE AGENT AND LANDLORD HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


12.
The provisions of the Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns. The words, “Administrative Agent”, “Landlord” and “Tenant” shall include their
respective heirs, legatees, executors, administrators, beneficiaries, successors and assigns.


 



    EXHIBIT 11 PAGE 4


     


    

 


13.
Any notice, communication, request, reply or advise in this Agreement provided or permitted to be given, made or accepted by either
party to the other must be in writing, and unless it is otherwise in this Agreement expressly provided, may be given or be served
by depositing the same in the United States mail, postpaid and registered or certified and addressed to the party to be notified,
with return receipt requested, or in person to the party to be notified. Notice shall be effective only if and when received by
the party to be notified for purposes of notice, the addresses of the parties shall be as follows (unless otherwise indicated
in writing):


 


	If to
    Administrative Agent:	Capital
    One, National Association

    90 Park Avenue, 4th Floor

    New York, New York 10016

    Attn: Commercial Real Estate Banking
	 	 
	With a copy of

 Administrative
    Agent’s notices to:	Morrison & Foerster
    LLP

    1290 Avenue of the Americas

    New York, New York 10104

    Attn: Jeffrey Temple, Esq.
	 	 
	If to Tenant:	245 First Street

    Cambridge, MA 02142

    Attn: Jeb Ledell, COO
	 	 
	With a copy of

    Tenant’s notices to:	Outside GC LLC

    176 Federal Street, 5th Floor

    Boston, MA 02110

    Attn: Jordan P. Karp, Esq.
	 	 
	If to Landlord:	c/o Jamestown Properties

    One Overton Park, Suite 1200

    3625 Cumberland Boulevard

    Atlanta, Georgia 30339

    Attn: Matt Bronfman
	 	 
	With a copy of

    Landlord’s notices to:	Goulston & Storrs
    PC

    400 Atlantic Avenue

    Boston, Massachusetts 02110

    Attn: Barry D. Green, Esq.


 


14.
This Agreement contains the entire agreement among the parties hereto and no modifications shall be binding upon any party hereto
unless set forth in a document duly executed by or on behalf of such party.


 


15.
This Agreement may be executed in multiple counterparts, all of which shall be deemed originals and with the same effect as if
all parties had signed the same document. All of such counterparts shall be construed together and shall constitute one instrument.


 


16.
This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts.


 






    EXHIBIT 11 PAGE 5


     


    

 


[No
further text this page.]


 




    EXHIBIT 11 PAGE 6


     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


 


	 	HORIZON
    DISCOVERY INC,
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	 	Name: 	           
	 	 	Title:	 


 


[Signatures
continue on following page.]


 




    EXHIBIT 11 PAGE 7


     


    

 


	 	ADMINISTRATIVE
    AGENT:
	 	 
	 	CAPITAL
    ONE, NATIONAL
	 	ASSOCIATION,
    as administrative agent
	 	 	 	 
	 	By:	 
	 	 	Name: 	               
	 	 	Title:	 


 


[Signatures
continue on following page.]


 




    EXHIBIT 11 PAGE 8


     


    

 


Acknowledged
and accepted by:


 


	JAMESTOWN
    PREMIER 245 FIRST, LLC, a	 
	Delaware
    limited liability company	 
	 	 
	By:	 	 
	 	Name: 	              	 
	 	Title:	 	 


 




    EXHIBIT 11 PAGE 9


     


    

 


EXHIBIT
A


 


Legal
Description of Property


 


Real
property in the City of Cambridge, County of Middlesex, State of

Massachusetts, described as follows:


 


245
FIRST STREET

CAMBRIDGE, MASSACHUSETTS


 


The
land in Cambridge, Middlesex County, Massachusetts, situated on First Street, and being shown as Lot B on a plan entitled, “Plan
of Land in Cambridgeport Belonging to Henry M, Whitney” dated March 21,1903, prepared by W.A. Mason & Son, Surveyors,
and recorded with the Middlesex South District Registry of Deeds in Plan Book 142, Plan 37, to which plan reference is hereby
made for a more particular description.


 


Lot
B contains 70,489+ square feet, according to said plan.


 


Together
with the benefit of the following easements: Agreement by and between Austin Ford and Son Company and The Carter’s Ink Company
dated June 27,1908, recorded in Book 3378, Page 383.


 




    EXHIBIT 11 PAGE 10


     


    

 


EXHIBIT
12


 


FORM
OF GUARANTY


 


GUARANTY


 


GUARANTY
(THE “GUARANTY”) OF LEASE DATED_____________,

BETWEEN JAMESTOWN PREMIER 245 FIRST, LLC, A

DELAWARE LIMITED LIABILITY COMPANY, (“LANDLORD”),

AND

HORIZON DISCOVERY INC.,

A DELAWARE CORPORATION (“TENANT”)


 


FOR
VALUE RECEIVED and in consideration for and as an inducement to Landlord to lease certain real property to Tenant pursuant to
a lease of even date (the “Lease”). Horizon Discovery Group, PLC, a United Kingdom corporation, (“Guarantor”)
does hereby unconditionally and irrevocably guarantee to Landlord the punctual payment of all rent, including without limitation,
all Base Rent and Additional Rent (as such terms are defined in the Lease) and all other sums payable by the Tenant under the
Lease and the due performance of all the other terms, covenants and conditions contained in the Lease to be paid or performed
by Tenant thereunder throughout the Term (as defined in the Lease) and any and all renewals and extensions thereof in accordance
with and subject to the provisions of the Lease, and if any event of default on the part of Tenant shall occur under the Lease,
Guarantor does hereby covenant and agree to pay to Landlord in each and every instance such sum or sums of money as Tenant is
and shall become liable for or obligated to pay under the Lease and fully to satisfy and perform all other terms, covenants and
conditions of the Lease to be performed by Tenant thereunder, together with the costs reasonably incurred in connection with collection
under this Guaranty, including, without limitation, reasonable attorneys’ fees, such payments of rent and other suras to
be made monthly or at such other intervals as the same shall or may become payable under the Lease, including any accelerations
thereof, and such performance of said other terms, covenants and conditions to be made when due under the Lease, all without requiring
any notice from Landlord (other than any notice required by the Lease) of such non-payment, non-performance or non-observance
or proof of notice or demand, all of which Guarantor hereby expressly waives.


 


The
maintenance of any action or proceeding by Landlord to recover any sum or sums that may be or become due under the Lease or to
secure the performance of any of the other terms, covenants and conditions of the Lease shall not preclude Landlord from thereafter
instituting and maintaining subsequent actions or proceedings for any subsequent default or defaults of Tenant under the Lease.
Guarantor does hereby consent that without affecting the liability of the undersigned under this Guaranty and without notice to
the undersigned, time may be given by Landlord to Tenant for payment of rent and such other sums and performance of said other
terms, covenants and conditions, or any of them, and such time extended and indulgency granted, from time to time, or Tenant may
be dispossessed or Landlord may avail itself of or exercise any or all of the rights and remedies against Tenant provided by law
or in equity or by the Lease, and may proceed either against Tenant alone or jointly against Tenant or any other guarantors of
the Lease or of any obligations thereunder (“Additional Guarantor(s)”) and Guarantor or against the undersigned
alone without first prosecuting or exhausting any remedy or claim against Tenant or any Additional Guarantor(s).


 



    EXHIBIT 12, PAGE 1


     


    

 


Except
as expressly set forth below, Guarantor does hereby further consent to any subsequent change, modification or amendment of the
Lease in any of its terms, covenants or conditions, or in the rent payable thereunder, or in the premises demised thereby, or
in the term thereof, and to any assignment or assignments of the Lease, and to any renewals or extensions of the term of the Lease,
and to any subletting or sublettings of the premises demised by the Lease, and to the release of Tenant or any Additional Guarantors)
or any substitutions of any such parties, all of which may be made without notice to or consent of Guarantor and without in any
manner releasing or relieving the undersigned from liability under this Guaranty. Notwithstanding anything to the contrary contained
herein, if Guarantor’s written consent is not obtained to an amendment to the Lease which materially increases the obligations
guaranteed hereby, this Guaranty shall not apply to the increase in such obligations, provided that this Guaranty shall continue
to apply to such obligations as the same existed (including any prior increases in such obligations consented to by Guarantor
in writing) prior to such increase. For avoidance of doubt, however, no consent of Guarantor shall be required with respect to
an amendment to the Lease which ratifies the exercise by Tenant of any right which Tenant has under the Lease (e.g., without limitation,
any right of Tenant to extend or renew the Term of the Lease and any right of Tenant to lease additional premises pursuant to
an expansion right, right of first offer, or right of first refusal), and Guarantor shall be fully liable for Tenant’s obligations
under the Lease, as so amended, whether or not Guarantor consents to the exercise by Tenant of such right under the Lease or to
the amendment ratifying the exercise of such right. In addition, Guarantor confirms and agrees that it shall be deemed to have
consented to any alterations or improvements made by Tenant, its assignees or sublessees in the Premises (“Tenant Alterations”)
and that Guarantor shall not be relieved of any of its obligations under the Lease by reason of any Tenant Alterations, whether
or not the same have been approved by either Landlord or Guarantor.


 


Guarantor
hereby waives and agrees not to assert or take advantage of (a) any right or defense based on the absence of any or all presentments,
demands (including demands for performance), notices (including notices of adverse change in the financial status of Tenant or
other facts which increase the risk to Guarantor, notices of non-performance and notices of acceptance of this Guaranty) and protests
of each and every kind, or (b) any right or defense that may arise by reason of the incapacity, lack of authority, death or disability
of Tenant, Guarantor, any Additional Guarantor(s) or any other person or party.


 


Guarantor
does hereby agree that the bankruptcy of Tenant shall have no effect on the obligations of the undersigned hereunder. Guarantor
does hereby further agree that in respect of any payments made by Guarantor hereunder, Guarantor shall not have any rights based
on suretyship, subrogation or otherwise to stand in the place of Landlord so as to compete with Landlord as a creditor of Tenant.
Guarantor hereby waives, releases and forever discharges any and all rights of subrogation (whether contractual, statutory or
arising under common law), to claims of Landlord against Tenant, as well as any and all rights of contribution, reimbursement,
indemnification, and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) against
Tenant which arise under or in connection with the Guaranty.


 



    EXHIBIT 12, PAGE 2


     


    

 


Neither
this Guaranty nor any of the provisions hereof can be modified, waived or terminated, except by a written instrument signed by
Landlord. The provisions of this Guaranty shall apply to, bind and inure to the benefit of Guarantor and Landlord and their respective
heirs, legal representatives, successors and assigns. Guarantor, if there be more than one, shall be jointly and severally liable
hereunder, and for purposes of such several liability the word “Guarantor” wherever used herein shall be construed
to refer to the undersigned parties separately, all in the same manner and with the same effect as if each of them had signed
separate instruments, and this Guaranty shall not be revoked or impaired as to any of such parties by the death of any other party
or by revocation or release of any obligations hereunder of any other party. If at any time (or from time to time) there shall
be Additional Guarantors^), Guarantor and such Additional Guarantors) shall be jointly and severally liable for Tenant’s
obligations under the Lease. This Guaranty shall be governed by and construed in accordance with the internal laws of the state
or commonwealth where the premises demised by the Lease (the “Premises”) are located. For the purpose solely
of litigating any dispute under this Guaranty, the undersigned submits to the jurisdiction of the courts of said state or commonwealth.


 


Each
of the persons executing this Guaranty on behalf of the corporation represents and warrants that the corporation is a duly authorized
and validly existing corporation, which is qualified to transact business in the state or commonwealth where the Premises are
located, that the corporation has full right, authority and power to enter into this Guaranty and to perform its obligations hereunder,
that each person signing this Guaranty on behalf of the corporation is authorized to do so and that this Guaranty is binding upon
the corporation in accordance with its terms. In no event shall any individual that is an officer, director, trustee, employee
or representative of Guarantor ever be personally liable for any obligation of Guarantor under this Guaranty.


 


Any
notice or other communication to be given to Landlord or the undersigned hereunder shall be in writing and sent in accordance
with the notice provisions of the Lease. Notices to Landlord shall be delivered to Landlord’s address set forth in the Lease.
Notices to the undersigned shall be addressed as follows: ___________________________________. If Guarantor’s notice address
as set forth above changes, Guarantor agrees to provide written notice to Landlord of such change in address. If Guarantor’s
notice address is not filled in at the above blank, or if the Guarantor’s notice address is a post office box address, then,
for all purposes under this Guaranty, Landlord may send all notices under this Guaranty to Guarantor, c/o Tenant, at the same
notice address Landlord uses for the Tenant under the Lease, and any notice delivered in accordance with the foregoing shall be
deemed to have been properly delivered to Guarantor,


 


The
undersigned Guarantor hereby agrees that in any action seeking to enforce this Guaranty or otherwise arising hereunder, service
of process may be made upon the undersigned Guarantor in the Commonwealth of Massachusetts by delivery of process to the Guarantor’s
address listed above, and the undersigned Guarantor hereby consents to such manner of service of process and to the jurisdiction
of any State or Federal court located in the Commonwealth of Massachusetts.


 



    EXHIBIT 12, PAGE 3


     


    

 


[Form
of UK Notary Block to be Provided]


 


 




    EXHIBIT 12, PAGE 4


     


    

 


EXHIBIT
C


 


SUBTENANT’S
HAZARDOUS MATERIALS


 


	Chemical	 	Manufacturer	 	Quantities
	2-Mercaptoethanol	 	Fisher	 	100g
	2-Mercaptoethanol	 	Sigma	 	25mL
	2-Propanol	 	Sigma	 	500mL
	2-Propanol	 	Fisher	 	4Lx4
	5-bromo-2’-deoxyuridine	 	RPI	 	5g
	 	 	 	 	 
	Acetic
    acid	 	Sigma	 	500mL
    x 2
	Acetone	 	Fisher	 	1L
	Acetonitrile	 	Alfa
    Aesar	 	1Lx4
	Acetonitrile	 	Fisher	 	4L
	Acetonitrile	 	Fisher	 	4L
	ACK
    lysing buffer	 	Life
    Technologies	 	100mL
    x2
	AccuGENE
    1M Tris-HCI, pH 8.0	 	Lonza	 	1Lx3
	Agarose	 	Fisher	 	100g
    x 2
	Ammonium
    chloride	 	Sigma	 	I
    K
	Ammonium
    sulfate	 	Sigma	 	500
    g
	 	 	 	 	 
	Bacto
    Peptone	 	BD	 	500g
	Bacto
    Tryptose phosphate broth	 	BD	 	500g
	Bleach	 	Chlorox	 	3.57Lx3
	Bleach	 	Chlorox	 	3.57L
    x2
	Bleach	 	Chlorox	 	3.57L
	BOLT	 	Life
    Technologies	 	500mL
	Bond
    Breaker TCEP solution	 	Thermo
    Fisher	 	5mL
	Bovine
    Serum Albumin (BSA) Low Endotoxin Powder	 	Fisher	 	100g
	Butyric
    acid	 	Sigma	 	5m
    L
	 	 	 	 	 
	Calcium
    chloride	 	Sigma	 	500
    g x2
	CAPS	 	Sigma	 	250g
	Cell
    Disocciation Buffer	 	Life
    Tech	 	100mL
    x 4
	Citric
    acid monohydrate	 	Sigma	 	500g
	CloneMatrix	 	Molecular
    Devices	 	40mLx
    10
	Coomassie
    Protein Assay Reagent	 	Thermo
    Fisher	 	500mL
	 	 	 	 	 
	D-(+)-glucose	 	Sigma	 	1kg
	Difco
    Select Phytone, UF	 	BD	 	500g
	Difco
    TC Yeastolate, UF	 	BD	 	500g
	Dimethyl
    sulfoxide	 	Corning	 	250mL
	Dimethyl
    sulfoxide	 	Acros
    Organics	 	500mL



 



     


     


    

 


	Dimethyl
    sulfoxide	 	Sigma	 	5x5mL
    x2
	Dimethyl
    sulfoxide	 	Sigma	 	1Lx12
	Dimethyl
    sulfoxide	 	Sigma	 	250mL
	Dimethyl
    sulfoxide	 	Sigma	 	100mL
    x2
	Dimethyl
    sulfoxide, Chromasolv Plus	 	Sigma	 	2L
	Dimethyl
    sulfoxide, Hybri-max	 	Sigma	 	5x10mLx2
	DL-Dithiothreitol	 	Sigma	 	10g
	 	 	 	 	 
	EDTA,
    0.5M UltraPure	 	Life
    Technologies	 	100mLx6
	Ethanol
    70%, Reagent	 	Fisher	 	1
    gal x 4
	Ethanol,
    absolute proof	 	Fisher	 	500mL
    x 6
	Ethanol	 	Sigma	 	1Lx5
	Ethylenediamine
    tetraacetic acid	 	Fisher	 	100mL
	Ethylenediamine
    tetraacetic acid	 	Invitrogen	 	100mL
	Ethylenediaminetetraacetic
    acid	 	Sigma	 	1Kg
	Ethylenediaminetetraacetic
    acid	 	Sigma	 	500g
    x2
	 	 	 	 	 
	0.1%
    FA in Acetonitrile	 	Fisher	 	2.5Lx4
	0.1%
    FA in Water	 	Fisher	 	2.5Lx4
	Formic
    acid	 	Thermo
    Fisher	 	1mLx
    10
	 	 	 	 	 
	Glucose
    CRS	 	European
    Pharmacopoeia Reference Standard	 	100mg
	Glycerol
    99.5%	 	Acros
    Organics	 	500mL
	Glycerol	 	Sigma	 	100mL
	Glycine	 	Sigma	 	1
    kg
	Glycine
    hydrochloride	 	Sigma	 	500g
	Guanidine
    hydrochloride	 	Sigma	 	1kg
    x 2
	 	 	 	 	 
	HBSS	 	Life
    Technologies	 	500mL
	HEPES	 	Sigma	 	500g
	Hydrochloric
    acid	 	Mallinckrodt	 	500
    mL
	Hydrochloric
    acid	 	Sigma	 	500ml
	Hydrochloric
    acid standard solution	 	Aldrich	 	500mL
	Hydrogen
    peroxide solution	 	CVS	 	32
    oz
	Hydrogen
    peroxide solution	 	Sigma	 	1L
	 	 	 	 	 
	Imidazole	 	Sigma	 	500g
	Imperial
    Protein Stain	 	Thermo
    Scientific	 	1L
	 	 	 	 	 
	Kanamycin
    sulfate	 	Corning	 	5g
    x 2



 



     


     


    

 


	L-Arginine	 	Sigma	 	500
    g
	LB
    Broth (Miller)	 	Sigma	 	250g
	L-Glutamic
    acid	 	Sigma	 	1kg
	L-Histidine	 	Sigma	 	1kg
    + 100g
	Lithium
    acetate dihydrate	 	Sigma	 	100g
	 	 	 	 	 
	MabSelect
    SURE LX	 	GE
    Healthcare	 	200mL
	Magnesium
    chloride	 	Sigma	 	1kg
	MES	 	Sigma	 	250g
	Methanol	 	Fisher	 	4Lx2
	Methanol	 	Sigma	 	1L
	Mineral
    oil, pure	 	Acros
    Organics	 	1
    L
	MOPS	 	Sigma	 	250g
	 	 	 	 	 
	Nickel(ll)
    chloride hexahydrate	 	Sigma	 	1kg
	Non-fat
    dry milk	 	LabScientific	 	500g
	 	 	 	 	 
	PBS
    1x	 	Life
    Technologies	 	500mLx
    10
	Pierce
    Trypsin Protease	 	Thermo
    Scientific	 	5x1Oug
    x2
	Poly(ethylamine
    glycol)	 	Sigma	 	250g
	Polyethylenimine,
    Linear	 	Polysciences	 	2g
	Polyethylenimine
    “Max”	 	Polysciences	 	2g
	Potassium
    chloride	 	Sigma	 	500g
	Potassium
    hydroxide	 	Sigma	 	250g
	Potassium
    phosphate dibasic anhydrous	 	Fisher	 	500g
	Potassium
    phosphate monobasic	 	Sigma	 	500g
	Protein
    A-Agarose	 	BioVision	 	25mL
	 	 	 	 	 
	SDS
    micropellets	 	Fisher	 	500g
	SOC
    medium	 	Invitrogen	 	10mLx4
	SOC
    outgrowth medium	 	New
    England BioLabs	 	25mL
	Simply
    Blue SafeStain	 	Invitrogen	 	1L
	Sodium
    acetate	 	Sigma	 	250g
	Sodium
    azide, 0.5%	 	Ricca	 	500mL
	Sodium
    bicarbonate	 	Sigma	 	500
    g
	Sodium
    butyrate	 	Sigma	 	1g
	Sodium
    chloride	 	Sigma	 	2.5kg
	Sodium
    chloride	 	Sigma	 	1
    kg
	Sodium
    citrate tribasic dihydrate	 	Sigma	 	500g
	Sodium
    dodecyl sulfate	 	Sigma	 	250
    g
	Sodium
    hydroxide	 	Sigma	 	1kg
	Sodium
    phosphate dibasic heptahydrate	 	Sigma	 	500
    g



 



     


     


    

 


	Sodium
    phosphate monobasic monohydrate	 	Sigma	 	250g
	Sodium
    propionate	 	Sigma	 	100g
    x4
	Sucrose	 	Sigma	 	1kg
	Sulfuric
    Acid	 	Aldrich	 	500mL
	Sulfuric
    Acid	 	Ricca	 	1L
	Sulfuric
    Acid	 	Sigma	 	500g
	 	 	 	 	 
	TAE
    buffer, 50x	 	Life
    Technologies	 	1L
	TMB
    Stop Solution	 	KPL	 	1L
	Triethylammonium
    bicarbonate buffer	 	Sigma	 	500mL
	Tris
    2-Amino-2-(hydroxymethyl)-1,3-propanediol	 	Roche	 	1kg
	Tris
    Acetate SDS Running Buffer	 	Life
    Technologies	 	500mL
	Triton
    X-100	 	Sigma	 	100mL
	Trizma
    hydrochloride	 	Sigma	 	500g
	Trypan
    Blue Solution	 	Corning	 	100mL
	Tryptose
    phosphate broth	 	Sigma	 	100mL
    x2
	TBS
    Tween-20 buffer, 20x	 	Thermo
    Fisher	 	500mL
    x 2
	Tween-20	 	Fisher	 	500mL
	Tween-20	 	Sigma	 	100mLx2
	 	 	 	 	 
	UREA	 	Sigma	 	1kg
	 	 	 	 	 
	Valproic
    acid sodium salt	 	Sigma	 	25g
	Valproic
    acid sodium salt	 	Sigma	 	100g