Exhibit 10.7





 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT (this
“Lease”) is made this 9th day of February, 2010, between ARE-SEATTLE NO. 10, LLC,
a Delaware limited liability company (“Landlord”), and PHASERX INC., a Delaware corporation (“Tenant”).


 


	Address:	410 West Harrison, Seattle, Washington
	 	 
	Premises:	The entire third floor of the Project, containing approximately 11,291 rentable square feet, as shown on Exhibit A.
	 	 
	Project:	The real property on which the building (the “Building”) in which the Premises are located, together with all improvements thereon and appurtenances thereto as described on Exhibit B.
	 	 
	Base Rent:	$24.30 per rentable square foot of the Premises per annum, subject to adjustment as provided for in Section 4 hereof.


 


Rentable Area
of Premises: 11,291 sq. ft.


 


	Rentable Area of Project:  32,279
    sq. ft.	Tenant’s Share of Operating Expenses:  34.98%
	 	 
	Security Deposit:  $50,000.00	Target Commencement Date:  March
    31, 2010
	 	 


Rent Adjustment
Percentage: 3%


 


	Base Term:	Beginning on the Commencement Date and ending 65 months from the first day of the first full month of the Term (as defined in Section 2) hereof.
	 	 
	Permitted Use:	Laboratory, related office and
    other related uses consistent with the uses of other tenants of the Project as permitted by Landlord and otherwise in compliance
    with the provisions of Section 7 hereof.


 


	Address for Rent Payment:	Landlord’s Notice Address:
	P.O. Box 975383	385 E. Colorado Boulevard, Suite 299
	Dallas, TX 75397-5383	Pasadena, CA 91101
	 	Attention: Corporate Secretary


 


Tenant’s Notice Address:


410 West Harrison


Seattle, WA 98119


Attention: Lease Administrator


 


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


 


	x	EXHIBIT A - PREMISES
    DESCRIPTION	x	EXHIBIT B - DESCRIPTION
    OF PROJECT
	x	EXHIBIT C – WORK
    LETTER	x	EXHIBIT D - COMMENCEMENT
    DATE
	x	EXHIBIT E - RULES
    AND REGULATIONS	x	EXHIBIT F – TENANT’S
    PERSONAL PROPERTY
	x	EXHIBIT G – REMAINING
    IMPROVEMENTS	x	EXHIBIT H – ASBESTOS
    DISCLOSURE
	x	EXHIBIT I – EXPANSION
    SPACE	x	EXHIBIT J – APPROVED
    ALTERATIONS
	x	EXHIBIT K – SPACE
    PLAN	 	 


 




    	 		



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1.          Lease
of Premises. Upon and subject to all of the terms and conditions hereof, Landlord hereby leases the Premises to Tenant and
Tenant hereby leases the Premises from Landlord. The portions of the Project which are for the non-exclusive use of tenants of
the Project are collectively referred to herein as the “Common Areas.” Landlord reserves the right to modify
Common Areas, provided that such modifications do not materially adversely affect Tenant’s use of the Premises for the Permitted
Use.


 


2.          Delivery;
Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before
the Target Commencement Date, with Landlord’s Work (other than the Remaining Improvements (as defined below)) Substantially
Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord
shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as
provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other
than Force Majeure Delays and Tenant Delays, this Lease may be terminated by Tenant by written notice to Landlord, and if so terminated
by Tenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled
under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights,
duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As
used herein, the terms “Landlord’s Work,” “Tenant’s Work,” “Force Majeure
Delays,” “Tenant Delays” and “Substantially Completed” shall have the meanings
set forth for such terms in the Work Letter. If Tenant does not elect to void this Lease within 5 business days of the lapse of
such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. In the
event that this Lease is terminated pursuant to this paragraph, the Other Lease (as defined in Section 20g) shall automatically
terminate concurrently with this Lease.


 


The “Commencement
Date” shall be the earlier of: (i) the date Landlord Delivers the Premises to Tenant; or (ii) the date Landlord could
have Delivered the Premises but for Tenant Delays. The “Rent Commencement Date” shall be the date that is 5
months after the Commencement Date; provided, however, that, notwithstanding anything to the contrary contained in this Agreement,
(i) Tenant shall be entitled to 1 day of abatement of Base Rent first coming due under this Lease, not to exceed 60 days, for each
day after the Target Commencement Date through the date that Landlord’s Work would have been Substantially Completed but
for Force Majeure delays or Tenant Delays, and (ii) the Base Term of the Lease shall be extended 1 day for each day that Base Rent
is abated.  Notwithstanding anything to the contrary contained herein, in no event shall Landlord have any obligation to
deliver the Premises to Tenant prior to the expiration of the existing lease affecting the Premises as of the date of this Lease;
provided, however, that in no event shall the failure of the existing tenant to timely surrender the Premises be considered a Force
Majeure delay nor shall it cause a delay in the Target Commencement Date. Upon request of Landlord, Tenant shall execute and deliver
a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are
established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided,
however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder.
The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and, if applicable,
the Extension Term which Tenant may elect pursuant to Section 40 hereof.


 


Tenant acknowledges that
Landlord shall require access to portions of the Premises after the Commencement Date in order to complete Landlord’s Work
in that portion of the Premises described on Exhibit G (“Remaining Improvements”). Landlord and its contractors
and agents shall have the right to enter the Premises to complete the Remaining Improvements and Tenant shall cooperate with Landlord
in connection with the same. Landlord shall use reasonable efforts (and shall cause its contractors and agents to use reasonable
efforts) to minimize interference with Tenant’s business operations arising from the completion of the Remaining Improvements;
provided, however, that in no event shall Landlord have any obligation to incur any additional or overtime costs to complete the
Remaining Improvements. Tenant acknowledges that Landlord's completion of the Remaining Improvements may adversely affect Tenant’s
use and occupancy of the Premises. Tenant waives all claims against Landlord in connection with the Remaining Improvements including,
without limitation, claims for rent abatement.


 




    	 		



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Landlord and Tenant acknowledge
and agree that the Space Plan attached to this Lease as Exhibit K has been approved by both Landlord and Tenant.  Provided
that Landlord is in a position to apply to the applicable Governmental Authorities for the building permits (based on the Space
Plan) required for the construction of the Remaining Improvements by February 15, 2010 (“Permit Submittal Date”),
Landlord shall use reasonable efforts to Substantially Complete the Remaining Improvements on or before July 1, 2010 (“Target
RI Completion Date”).  The Target RI Completion Date shall be extended 1 day for each day  after the Permit
Submittal Date that Landlord is not in a position to apply to the applicable Governmental Authorities for the building permits
required for the construction of the Remaining Improvements as a result of changes to the Space Plan. If Landlord fails to timely
Substantially Complete the Remaining Improvements, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom,
and this Lease shall not be void or voidable except as provided herein. If Landlord does not Substantially Complete the Remaining
Improvements on or before the Target RI Completion Date, Tenant’s obligation to pay Operating Expenses for the portion of
the Premises in which the Remaining Improvements are being constructed shall be abated commencing on the Target RI Completion Date,
through the date upon which Landlord Substantially Completes the Remaining Improvements. If Landlord does not Substantially Complete
the Remaining Improvements within 90 days of the Target RI Completion Date for any reason other than Force Majeure delays and Tenant
Delays, this Lease may be terminated by Tenant by written notice to Landlord, and if so terminated by Tenant: (a) the Security
Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions
of this Lease), shall be returned to Tenant, and (b) Tenant shall vacate the Premises and deliver possession thereof to Landlord
in the condition required by the terms of this Lease within 30 days after Tenant delivers Landlord written notice of its election
to terminate the Lease pursuant to this paragraph, and (c) Tenant shall have no further obligations under this Lease except for
those accruing prior to the date that Tenant surrenders the Premises and those which, pursuant to the terms of the Lease, survive
the expiration or early termination of the Lease. If Tenant does not elect to terminate this Lease within 5 business days of the
lapse of such 90 day period (as extended by Force Majeure delays and Tenant Delays), such right to terminate this Lease shall be
waived and this Lease shall remain in full force and effect. In the event that this Lease is terminated pursuant to this paragraph,
the Other Lease shall automatically terminate concurrently with this Lease.


 


Landlord hereby agrees
to permit Tenant access, at Tenant's sole risk and expense, to the Building (i) 3 business days prior to the Commencement Date
to perform any work ("Tenant's Work") required by Tenant other than Landlord's Work, provided that such Tenant's
Work is coordinated with the TI Architect (as defined in the Work Letter) and the general contractor, and complies with this Lease
and all other reasonable restrictions and conditions Landlord may impose, and (ii) prior to the completion of Landlord's Work,
to inspect and observe work in process; all such access shall be during normal business hours or at such other times as are reasonably
designated by Landlord. Notwithstanding the foregoing, Tenant shall have no right to enter onto the Premises or the Project unless
and until Tenant shall deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating that any insurance reasonably
required by Landlord in connection with such pre-commencement access (including, but not limited to, any insurance that Landlord
may require pursuant to the Lease) is in full force and effect. Any entry by Tenant shall comply with all established safety practices
of Landlord's contractor and Landlord until completion of Landlord's Work and acceptance thereof by Tenant. Any occupancy of the
Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the
obligation to pay Base Rent and Operating Expenses.


 


Except as set forth in
the Work Letter or as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement
Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation
for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant
accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises
by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, except the obligation
to pay Base Rent. Tenant, along with Landlord, shall be entitled to receive the benefit of all construction warranties and manufacturer's
equipment warranties relating to Landlord’s Work.


 




    	 		



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For the period of 24 months
after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be
responsible for any replacements that are required to be made to the mechanical, plumbing and electrical systems serving the Premises,
except to the extent Tenant was responsible for the cause of such replacement, in which case Tenant shall pay the cost. Any repairs
and maintenance of the mechanical, plumbing and electrical systems serving the Premises shall be undertaken by Landlord as part
of Operating Expenses.


 


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


 


3.           Rent.


 


(a)          Base
Rent. Base Rent for the month in which the Rent Commencement Date occurs and the Security Deposit shall be due and payable
on delivery of an executed copy of this Lease to Landlord. Tenant shall pay to Landlord in advance, without demand, abatement,
deduction or set-off (except as otherwise expressly provided in this Lease), equal monthly installments of Base Rent on or before
the first day of each calendar month during the Term hereof after the Rent Commencement Date, in lawful money of the United States
of America, at the office of Landlord for payment of Rent set forth above, or to such other person or at such other place as Landlord
may from time to time designate in writing. Payments of Base Rent for any fractional calendar month shall be prorated. The obligation
of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations.
Tenant shall have no right at any time to abate, reduce, or set-off any Rent (as defined in Section 5) due hereunder except
for any abatement as may be expressly provided in this Lease.


 


(b)          Additional
Rent. In addition to Base Rent, Tenant agrees to pay to Landlord as additional rent (“Additional Rent”):
(i) Tenant’s Share of “Operating Expenses” (as defined in Section 5), and (ii) any and all other amounts
Tenant assumes or agrees to pay under the provisions of this Lease, including, without limitation, any and all other sums that
may become due by reason of any default of Tenant or failure to comply with the agreements, terms, covenants and conditions of
this Lease to be performed by Tenant, after any applicable notice and cure period.


 


4.          Base
Rent Adjustments. On the second anniversary of the Commencement Date, Base Rent shall be increased to $42.28 per rentable square
foot of the Premises per annum. Commencing on the third anniversary of the Commencement Date and continuing thereafter on each
annual anniversary of the Commencement Date (each, an “Adjustment Date”), Base Rent shall be increased by multiplying
the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount
to the Base Rent payable immediately before such Adjustment Date. For example, if the Rent Adjustment Percentage is 3%, then on
the third anniversary of the Commencement Date, Base Rent would increase to $43.55 per rentable square foot of the Premises per
annum (i.e., $42.28 x 103%). Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any
fractional calendar month shall be prorated.


 


5.          Operating
Expense Payments. Landlord shall deliver to Tenant a written estimate of Operating Expenses for each calendar year during the
Term (the “Annual Estimate”), which may be revised by Landlord from time to time during such calendar year.
Commencing on the Commencement Date and continuing thereafter on the first day of each month during the Term, Tenant shall pay
Landlord an amount equal to 1/12th of Tenant’s Share of the Annual Estimate. Payments for any fractional calendar month shall
be prorated.


 




    	 		



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The term “Operating
Expenses” means all costs and expenses of any kind or description whatsoever incurred or accrued each calendar year by
Landlord with respect to the Project (including, without duplication, Taxes (as defined in Section 9), capital repairs and
improvements amortized over the lesser of 7 years and the useful life of such capital items, and the costs of Landlord’s
third party property manager (not to exceed 5% of Base Rent) or, if there is no third party property manager, administration rent
in the amount of 5.0% of Base Rent), excluding only:


 


(a)          the
original hard and soft construction costs of the Project and renovation prior to the date of the Lease and costs of correcting
defects in such original construction or renovation or other costs related to such original construction or renovation to the extent
such costs are actually recovered by Landlord pursuant to construction or renovation warranties;


 


(b)          capital
expenditures for expansion of the Project;


 


(c)          any
costs incurred to remove, study, test, remediate or otherwise related to the presence of Hazardous Materials (including without
limitation ACMs and PACMs as defined in Section 42 below) in or about the Building or the Project, which Hazardous Materials
Tenant proves (i) existed prior to the Commencement Date, except to the extent caused by or contributed to by Tenant or any
Tenant Party, (ii) originated from any separately demised tenant space within the Project other than the Premises, except
to the extent caused by or contributed to by Tenant or any Tenant Party, or (iii) were not brought upon, kept, used, stored,
handled, treated, generated in, or released or disposed of from, the Project by Tenant or any Tenant Party;


 


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


 


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


 


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


 


(g)          legal
and other expenses incurred in the negotiation or enforcement of leases, subordination, non-disturbance and/or attornment agreements,
estoppels or consents in connection with other tenants of the Project;


 


(h)          completing,
fixturing, improving, renovating, painting, redecorating or other work, which Landlord pays for or performs for other tenants within
their premises, and costs of correcting defects in such work;


 


(i)          costs
to be reimbursed by other tenants of the Project or Taxes to be paid directly by Tenant or other tenants of the Project, whether
or not actually paid;


 


(j)          salaries,
wages, benefits and other compensation paid to officers and employees of Landlord who are not assigned in whole or in part to the
operation, management, maintenance or repair of the Project;


 




    	 		



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(k)          general
organizational, administrative and overhead costs relating to maintaining Landlord‘s existence, either as a corporation,
partnership, or other entity, including general corporate, legal and accounting expenses;


 


(l)          costs
(including attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) incurred in connection with disputes
with tenants, other occupants, or prospective tenants, and costs and expenses, including legal fees, incurred in connection with
negotiations or disputes with employees, consultants, management agents, leasing agents, purchasers or mortgagees of the Building;


 


(m)          costs
incurred by Landlord due to the violation by Landlord, its employees, agents or contractors or any tenant of the terms and conditions
of any lease of space in the Project or any Legal Requirement (as defined in Section 7);


 


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


 


(o)          overhead
and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in or to the Project
to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive
basis;


 


(p)          costs
of Landlord’s charitable or political contributions, or of fine art maintained at the Project;


 


(q)          costs
in connection with services (including electricity), items or other benefits of a type which are not standard for the Project and
which are not available to Tenant without specific charges therefor, but which are provided to another tenant or occupant of the
Project, whether or not such other tenant or occupant is specifically charged therefor by Landlord;


 


(r)          costs
incurred in the sale or refinancing of the Project;


 


(s)          net
income taxes of Landlord or the owner of any interest in the Project, franchise, capital stock, gift, estate or inheritance taxes
or any federal, state or local documentary taxes imposed against the Project or any portion thereof or interest therein;


 


(t)          costs
incurred in connection with the performance of alterations or modifications to the Project that are required solely due to the
non-compliance of the Project with Legal Requirements applicable to the Project as of the date of this Lease;


 


(u)          costs
resulting from the breach of this Lease by Landlord or from the gross negligence or willful misconduct of Landlord or any Landlord
Parties (as defined in Section 17)(including any attorneys’ fees);


 


(v)         the
costs incurred by Landlord in connection with providing janitorial services within the premises of any other tenant of the Project,
but not within the Common Areas of the Project which shall be an Operating Expense;


 


(w)          costs
incurred by Landlord for the restoration or repair of uninsured earthquake damage to the Project (excluding deductibles the cost
of which are includable in Operating Expenses);


 


(x)          costs
incurred by Landlord to restore or repair the Project following a casualty or condemnation to the extent not paid due to Landlord’s
failure to apply insurance or condemnation proceeds to such restoration or repair or Landlord’s failure to carry insurance
as required to be carried by Landlord under this Lease (excluding deductibles, which Tenant shall be required to pay); and


 




    	 		



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(y)          any
expenses otherwise includable within Operating Expenses to the extent actually reimbursed by persons other than tenants of the
Project under leases for space in the Project including, without limitation, reimbursements from insurance proceeds actually received
by Landlord.


 


Within 90 days after the
end of each calendar year (or such longer period as may be reasonably required), Landlord shall furnish to Tenant a statement (an
“Annual Statement”) showing in reasonable detail: (a) the total and Tenant’s Share of actual Operating
Expenses for the previous calendar year, and (b) the total of Tenant’s payments in respect of Operating Expenses for such
year. If Tenant’s Share of actual Operating Expenses for such year exceeds Tenant’s payments of Operating Expenses
for such year, the excess shall be due and payable by Tenant as Rent within 30 days after delivery of such Annual Statement to
Tenant. If Tenant’s payments of Operating Expenses for such year exceed Tenant’s Share of actual Operating Expenses
for such year Landlord shall pay the excess to Tenant within 30 days after delivery of such Annual Statement, except that after
the expiration, or earlier termination of the Term or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay
the excess to Tenant after deducting all other amounts due Landlord.


 


The Annual Statement shall
be final and binding upon Tenant unless Tenant, within 90 days after Tenant’s receipt thereof, shall contest any item therein
by giving written notice to Landlord, specifying each item contested and the reason therefor. If, during such 90 day period, Tenant
reasonably and in good faith questions or contests the accuracy of Landlord’s statement of Tenant’s Share of Operating
Expenses, Landlord will provide Tenant with access to Landlord’s books and records relating to the operation of the Project
and such information as Landlord reasonably determines to be responsive to Tenant’s questions (the “Expense Information”).
If after Tenant’s review of such Expense Information, Landlord and Tenant cannot agree upon the amount of Tenant’s
Share of Operating Expenses, then Tenant shall have the right to have a regionally recognized independent public accounting firm
selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed), working pursuant to
a fee arrangement other than a contingent fee (at Tenant’s sole cost and expense), audit and/or review the Expense Information
for the year in question (the “Independent Review”). The results of any such Independent Review shall be binding
on Landlord and Tenant. If the Independent Review shows that the payments actually made by Tenant with respect to Operating Expenses
for the calendar year in question exceeded Tenant’s Share of Operating Expenses for such calendar year, Landlord shall at
Landlord’s option either (i) credit the excess amount to the next succeeding installments of estimated Operating Expenses
or (ii) pay the excess to Tenant within 30 days after delivery of such statement, except that after the expiration or earlier termination
of this Lease or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant after deducting
all other amounts due Landlord. If the Independent Review shows that Tenant’s payments with respect to Operating Expenses
for such calendar year were less than Tenant’s Share of Operating Expenses for the calendar year, Tenant shall pay the deficiency
to Landlord within 30 days after delivery of such statement. If the Independent Review shows that Tenant has overpaid with respect
to Operating Expenses by more than 5% then Landlord shall reimburse Tenant for all costs incurred by Tenant for the Independent
Review. Operating Expenses for the calendar years in which Tenant’s obligation to share therein begins and ends shall be
prorated. Notwithstanding anything set forth herein to the contrary, if the Project is not at least 95% occupied on average during
any year of the Term, Tenant’s Share of Operating Expenses for such year shall be computed as though the Project had been
95% occupied on average during such year.


 


“Tenant’s
Share” shall be the percentage set forth on the first page of this Lease as Tenant’s Share as reasonably adjusted
by Landlord for changes in the physical size of the Premises or the Project occurring thereafter. Notwithstanding anything to the
contrary contained herein, the rentable square footage of the original Premises shall not be subject to re-measurement by either
party during the Term. Landlord may equitably increase Tenant’s Share for any item of expense or cost reimbursable by Tenant
that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Project that includes
the Premises or that varies with occupancy or use. Base Rent, Tenant’s Share of Operating Expenses and all other amounts
payable by Tenant to Landlord hereunder are collectively referred to herein as “Rent.”


 




    	 		



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6.          Security
Deposit. Tenant shall deposit with Landlord, upon delivery of an executed copy of this Lease to Landlord, a security deposit
(the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set
forth on page 1 of this Lease, which Security Deposit shall be in the form of an unconditional and irrevocable letter of credit
(the “Letter of Credit”): (i) in form and substance reasonably satisfactory to Landlord, (ii) naming Landlord
as beneficiary, (iii) expressly allowing Landlord to draw upon it at any time from time to time by delivering to the issuer notice
that Landlord is entitled to draw thereunder, (iv) issued by an FDIC-insured financial institution reasonably satisfactory to Landlord,
and (v) redeemable by presentation of a sight draft in the state of Landlord’s choice. If Tenant does not provide Landlord
with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration
date of any then current Letter of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit
and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. The Security Deposit shall be
held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit is not an
advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Upon each occurrence of a Default
(as defined in Section 20), Landlord may use all or any part of the Security Deposit to pay delinquent payments due under
this Lease, future rent damages, and the cost of any damage, injury, expense or liability caused by such Default, without prejudice
to any other remedy provided herein or provided by law. Landlord's right to use the Security Deposit under this Section 6
includes the right to use the Security Deposit to pay future rent damages following the termination of this Lease pursuant to Section
21(c) below. Upon any use of all or any portion of the Security Deposit, Tenant shall pay Landlord on demand the amount that
will restore the Security Deposit to the amount set forth on Page 1 of this Lease. Tenant hereby waives the provisions of any law,
now or hereafter in force, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to
remedy defaults in the payment of Rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord
may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable,
caused by the act or omission of Tenant or any officer, employee, agent or invitee of Tenant. Upon bankruptcy or other debtor-creditor
proceedings against Tenant, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due
Landlord for periods prior to the filing of such proceedings. Upon any such use of all or any portion of the Security Deposit,
Tenant shall, within 5 business days after demand from Landlord, restore the Security Deposit to its original amount. If Tenant
shall fully perform every provision of this Lease to be performed by Tenant, the Security Deposit, or any balance thereof (i.e.,
after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant
(or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within 90 days after the expiration
or earlier termination of this Lease.


 


Notwithstanding anything
to the contrary contained herein, the parties hereto agree that Tenant may deposit the sum of $50,000.00 in cash with Landlord
as the Security Deposit under this Lease concurrent with Tenant’s delivery to Landlord of an original of this Lease executed
by Tenant; provided, however, that, on or before the date that is 60 days after the mutual execution and delivery of this Lease
by the parties, Tenant shall replace the cash Security Deposit with a Letter of Credit. Promptly after the delivery to Landlord
of the approved and effective Letter of Credit in the amount of $50,000.00, Landlord shall return the cash Security Deposit to
Tenant.


 


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


 




    	 		



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Notwithstanding anything
to the contrary contained in this Lease, Landlord shall have the right to apply the Security Deposit in connection with any Defaults
(as such term is defined in the Other Lease (as defined in Section 20) under the Other Lease.


 


7.          Use.
The Premises shall be used solely for the Permitted Use set forth in the basic lease provisions on page 1 of this Lease, and in
compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions
now or hereafter applicable to the Premises, and to the use and occupancy thereof, including, without limitation, the Americans
With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”)
(collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, upon
the earlier of (i) 30 days’ written notice from Landlord, or (ii) the date required by the applicable Governmental Authority
(as defined in Section 9), discontinue any use of the Premises which is declared by any Governmental Authority having jurisdiction
to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner
that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler
or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”,
as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional
premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section
or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and
proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use
that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project,
including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing
the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises
so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project.
Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such
items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Except
as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in
any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity
of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted
Use; provided, however, that the proportionality requirement contained in this sentence shall not apply to Landlord’s Work
or the Remaining Improvements. Landlord shall not voluntarily cause the zoning of the Project to be changed from the existing designation
to a designation that would prohibit the Tenant from conducting the Permitted Use within the Premises.


 


Landlord shall, at Landlord’s
sole cost and expense, be responsible for the compliance of the Premises and the Common Areas of the Project with Legal Requirements
as of the Commencement Date. Thereafter, Landlord shall, as an Operating Expense or at Tenant’s expenses (to the extent such
Legal Requirement is applicable solely by reason of Tenant’s particular use of the Premises) make any alterations or modifications
to the Common Areas or the exterior of the Building that are required by Legal Requirements, including the ADA. Tenant, at its
sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements
(including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises
and Tenant’s construction or installation of Alterations in the Premises, other than those alterations and modifications
required in connection with Landlord’s Work and the Remaining Improvements, which shall be the responsibility of Landlord
pursuant to the immediately preceding sentence. Notwithstanding any other provision herein to the contrary, and except in connection
with Legal Requirements which are Landlord’s responsibility pursuant to the first sentence of this paragraph, Tenant shall
be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments,
and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’
fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection
with Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims
arising out of or in connection with any failure of the Premises to comply with any Legal Requirement.


 




    	 		



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8.          Holding
Over. If, with Landlord’s express written consent, Tenant retains possession of the Premises after the termination of
the Term, (i) unless otherwise agreed in such written consent, such possession shall be subject to immediate termination by Landlord
at any time, (ii) all of the other terms and provisions of this Lease (including, without limitation, the adjustment of Base Rent
pursuant to Section 4 hereof) shall remain in full force and effect (excluding any expansion or renewal option or other
similar right or option) during such holdover period, (iii) Tenant shall continue to pay Base Rent in the amount payable upon the
date of the expiration or earlier termination of this Lease or such other amount as Landlord may indicate, in Landlord’s
sole and absolute discretion, in such written consent, and (iv) all other payments shall continue under the terms of this Lease.
If Tenant remains in possession of the Premises after the expiration or earlier termination of the Term without the express written
consent of Landlord, (A) Tenant shall become a tenant at sufferance upon the terms of this Lease except that the monthly rental
shall be equal to 150% of Rent in effect during the last 30 days of the Term, and (B) Tenant shall be responsible for all damages
suffered by Landlord resulting from or occasioned by Tenant’s holding over, including consequential damages. No holding over
by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided,
and this Section 8 shall not be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord
of Rent after the expiration of the Term or earlier termination of this Lease shall not result in a renewal or reinstatement of
this Lease.


 


9.          Taxes.
Landlord shall pay, as part of Operating Expenses, all taxes, levies, fees, assessments and governmental charges of any kind, existing
as of the Commencement Date or thereafter enacted (collectively referred to as “Taxes”), imposed by any federal,
state, regional, municipal, local or other governmental authority or agency, including, without limitation, quasi-public agencies
(collectively, “Governmental Authority”) during the Term, including, without limitation, all Taxes: (i) imposed
on or measured by or based, in whole or in part, on rent payable to (or gross receipts received by) Landlord under this Lease and/or
from the rental by Landlord of the Project or any portion thereof, but only to the extent that such Taxes have been imposed upon
Landlord as a replacement for on in lieu of other Taxes required to be paid by Landlord as of the Commencement Date, (ii) based
on the square footage, assessed value or other measure or evaluation of any kind of the Premises or the Project, or (iii) assessed
or imposed by or on the operation or maintenance of any portion of the Premises or the Project, including parking, or (iv) assessed
or imposed by, or at the direction of, or resulting from Legal Requirements, or interpretations thereof, promulgated by any Governmental
Authority. Landlord may contest by appropriate legal proceedings the amount, validity, or application of any Taxes or liens securing
Taxes; provided, however, that Tenant’s Share of Operating Expenses for any retroactive reduction in Taxes applicable to
the Term shall be credited to Tenant, net of Landlord’s reasonable expenses in obtaining such reduction. Notwithstanding
anything to the contrary herein, Landlord shall only charge Tenant for such assessments as if those assessments were paid in installments
by Landlord over the longest possible term which Landlord is permitted to pay for the applicable assessments without additional
charge other than interest, if any, provided under the terms of the underlying assessments, with Tenant liable for only Tenant’s
Share of Operating Expenses for those installments applicable to the Lease Term. Taxes shall not include any net income taxes imposed
on Landlord or any franchise, capital stock, gift, estate or inheritance taxes, or taxes that are the personal obligation of Tenant
or another tenant of the Project, or retroactive assessments to the extent imposed for periods prior to the Commencement Date,
except to the extent any of the foregoing are in substitution for any Taxes payable hereunder. If any such Tax is levied or assessed
directly against Tenant, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing
authority shall require. Tenant shall pay, prior to delinquency, any and all Taxes levied or assessed against any personal property
or trade fixtures placed by Tenant in the Premises, whether levied or assessed against Landlord or Tenant. If any Taxes on Tenant’s
personal property or trade fixtures are levied against Landlord or Landlord’s property, or if the assessed valuation of the
Project is increased by a value attributable to improvements in or alterations to the Premises, whether owned by Landlord or Tenant
and whether or not affixed to the real property so as to become a part thereof, higher than the base valuation on which Landlord
from time-to-time allocates Taxes to all tenants in the Project, Landlord shall have the right, but not the obligation, to pay
such Taxes, provided that Landlord shall not assess any excess portion of Taxes against Tenant unless Landlord excludes from Taxes
as defined in this Lease, any excess portion of Taxes that should, as determined by Landlord, reasonably be assessed against other
tenants of the Project using the same criteria as stated herein. Landlord’s reasonable determination of any excess assessed
valuation shall be binding and conclusive, absent manifest error. The amount of any such payment by Landlord shall constitute Additional
Rent due from Tenant to Landlord within 30 days of demand.


 




    	 		



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10.         Parking.
Subject to all matters of record, Force Majeure, a Taking (as defined in Section 19 below) and the exercise by Landlord of its
rights hereunder, Tenant shall have the right, in common with other tenants of the Project to use its pro rata share of parking
spaces, up to 16 parking spaces (“Parking Space Cap”), in the parking garage serving the Project in those areas
designated for non-reserved parking, subject in each case to Landlord’s rules and regulations. Tenant shall have access to
the parking areas serving the Premises 24 hours per day, 7 days a week, except in the case of Emergencies (as defined in Section
13), as the result of Legal Requirements, the performance by Landlord of any maintenance or repairs, or any other temporary
interruptions. Tenant’s parking rights shall be subject to payment by Tenant to Landlord of Landlord’s then current
parking charge. The current charge is $100 per parking space per month. Notwithstanding anything to the contrary contained herein,
Tenant shall not be required to pay any rent for parking commencing on the Commencement Date through December 31, 2010. Tenant
shall deliver written notice to Landlord on or before the date 15 days prior to the Commencement Date reflecting the number of
parking spaces, up to the Parking Space Cap, that Tenant has elected to use as of the Commencement Date. Tenant shall have the
right, upon 30 days’ written notice to Landlord, to increase or decrease the number of parking spaces being used by Tenant;
provided, however, that in no event shall Tenant be entitled to use any parking spaces in excess of the Parking Space Cap. Landlord
shall not be responsible for enforcing Tenant’s parking rights against any third parties, including other tenants of the
Project. Landlord agrees not to lease to third parties more parking spaces in the aggregate than are available at the Project.
If Landlord is unable to provide Tenant with at least 16 parking spaces located within the parking areas serving the Project, Landlord
shall endeavor to make arrangements for substitute parking reasonably acceptable to Tenant within 2 city blocks of the Project
(“Substitute Parking”). Tenant shall pay market rates for any such Substitute Parking.


 


11.         Utilities,
Services. Landlord shall provide, subject to the terms of this Section 11, water, electricity, heat, light, power, sewer,
and other utilities (including gas and fire sprinklers to the extent the Project is plumbed for such services), refuse and trash
collection and janitorial services for the Common Areas (collectively, “Utilities”). Landlord shall pay, as
Operating Expenses or subject to Tenant’s reimbursement obligation, for all Utilities used on the Premises, all maintenance
charges for Utilities, and any storm sewer charges or other similar charges for Utilities imposed by any Governmental Authority
or Utility provider, and any taxes, penalties, surcharges or similar charges thereon, but in all instances only the actual amount
charged by such Utility provider or Governmental Authority shall be included as part of Operating Expenses, and Landlord shall
not add any surcharge or other internal charge to such amounts. Notwithstanding the foregoing, any late fees, penalties or other
charges associated with Landlord’s failure to timely pay any amounts due and payable by Landlord for Utilities shall not
be included as part of Operating Expenses unless Landlord’s failure to timely pay for Utilities is due to Tenant’s
failure to pay any amounts due from Tenant hereunder. If Landlord determines, in its reasonable discretion, that Tenant is using
more than its pro rata share of jointly metered Utilities, Landlord may cause, at Tenant’s expense, such Utilities to be
separately metered or charged directly to Tenant by the provider. The immediately prior sentence shall not apply to the original
Premises. Tenant shall pay directly to the Utility provider, prior to delinquency, any separately metered Utilities and services
which may be furnished to Tenant or the Premises during the Term. Tenant shall pay, as part of Operating Expenses, its share of
all charges for jointly metered Utilities based upon consumption, as reasonably determined by Landlord. No interruption or failure
of Utilities, from any cause whatsoever other than Landlord’s willful misconduct, shall result in eviction or constructive
eviction of Tenant, termination of this Lease or the abatement of Rent. Tenant agrees to limit use of water and sewer with respect
to Common Areas to normal restroom use. Tenant shall be responsible for obtaining and paying for its own janitorial services for
the Premises.


 




    	 		



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Notwithstanding the foregoing,
if any Essential Services are interrupted as a result of the gross negligence or willful misconduct of Landlord or the Landlord
Parties and Tenant is unable to and does not conduct Tenant’s business operations in the Premises as a result thereof for
a period of more than 5 consecutive business days after written notice from Tenant to Landlord of such interruption, Base Rent
for the Premises shall be abated commencing on the expiration of such notice period and continuing during the period of such interruption
provided that Tenant is unable to and does not conduct Tenant’s business operations in the Premises. As used herein, the
term “Essential Services” shall mean the following services: access to the Premises, HVAC serving the laboratory
portions of the Premises, water (other than deionized water), electricity, and sewer, but in each case only to the extent that
Landlord has an obligation to provide same to Tenant under this Lease.


 


Landlord’s sole obligation
for either providing emergency generators or providing emergency back-up power to Tenant shall be: (i) to provide emergency generators
with not less than the capacity of the emergency generators located in the Building as of the Commencement Date, and (ii) to contract
with a third party to maintain the emergency generators as per the manufacturer’s standard maintenance guidelines. Landlord
shall have no obligation to provide Tenant with operational emergency generators or back-up power or to supervise, oversee or confirm
that the third party maintaining the emergency generators is maintaining the generators as per the manufacturer’s standard
guidelines or otherwise. During any period of replacement, repair or maintenance of the emergency generators when the emergency
generators are not operational, including any delays thereto due to the inability to obtain parts or replacement equipment, Landlord
shall have no obligation to provide Tenant with an alternative back-up generator or generators or alternative sources of back-up
power. Tenant expressly acknowledges and agrees that Landlord does not guaranty that such emergency generators will be operational
at all times or that emergency power will be available to the Premises when needed. 


 


12.         Alterations
and Tenant’s Property. Any alterations, additions, or improvements made to the Premises by or on behalf of Tenant, including
additional locks or bolts of any kind or nature upon any doors or windows in the Premises, but excluding installation, removal
or realignment of furniture systems (other than removal of furniture systems owned or paid for by Landlord) not involving any modifications
to the structure or connections (other then by ordinary plugs or jacks) to Building Systems (as defined in Section 13) (“Alterations”)
shall be subject to Landlord’s prior written consent, which may be given or withheld in Landlord’s sole discretion
if any such Alteration affects the structure or Building Systems and shall not be otherwise unreasonably withheld or delayed. If
Landlord approves any Alterations, Landlord may impose such conditions on Tenant in connection with the commencement, performance
and completion of such Alterations as Landlord may deem appropriate in Landlord’s reasonable discretion. Any request for
approval shall be in writing, delivered not less than 15 business days in advance of any proposed construction, and accompanied
by plans, specifications, bid proposals, work contracts and such other information concerning the nature and cost of the alterations
as may be reasonably requested by Landlord, including the identities and mailing addresses of all persons performing work or supplying
materials. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit,
and Landlord shall have no duty to ensure that such plans and specifications or construction comply with applicable Legal Requirements.
Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Legal Requirements
and shall implement at its sole cost and expense any alteration or modification required by Legal Requirements as a result of any
Alterations. In connection with Alterations affecting the Building structure or Building Systems, and for any other Alterations
costing in excess of $25,000, Tenant shall pay to Landlord, as Additional Rent, on demand an amount equal to 5% of all hard costs
incurred by Tenant or its contractors or agents in connection with any Alteration to cover Landlord’s overhead and expenses
for plan review, coordination, scheduling and supervision. Before Tenant begins any Alteration, Landlord may post on and about
the Premises notices of non-responsibility pursuant to applicable law. Tenant shall reimburse Landlord for, and indemnify and hold
Landlord harmless from, any expense incurred by Landlord by reason of faulty work done by Tenant or its contractors, delays caused
by such work, or inadequate cleanup. Subject to its review and approval of more detailed plans and specifications, Landlord hereby
approves of Tenant’ s installation within the Premises, at Tenant’s sole cost and expense, of the alterations described
on Exhibit J attached hereto (“Approved Alterations”), which Approved Alterations shall be constructed
by Tenant in accordance with the terms of this Section 12.


 




    	 		



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Tenant shall furnish security
or make other arrangements reasonably satisfactory to Landlord to assure payment for the completion of all Alterations work free
and clear of liens, and shall provide (and cause each contractor or subcontractor to provide) certificates of insurance for workers’
compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord
against liability for personal injury or property damage during construction. Upon completion of any Alterations, Tenant shall
deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did the work and final
lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for any such Alteration (if the
Alteration was of the type for which “as built” plans would typically be prepared). Notwithstanding anything to the
contrary contained herein, Tenant shall not be required to furnish security for Alterations costing less than $25,000.


 


Except for Removable Installations
(as hereinafter defined), all Installations (as hereinafter defined) shall be and shall remain the property of Landlord during
the Term and following the expiration or earlier termination of the Term, shall not be removed by Tenant at any time during the
Term, and shall remain upon and be surrendered with the Premises as a part thereof. Notwithstanding the forgoing, Landlord shall,
if requested in writing by Tenant, at the time its approval of any such Installation is requested, notify Tenant whether Landlord
will require Tenant to remove such Installation upon the expiration or earlier termination of the Term, in which event such Installation
shall be included within the definition of Removable Installations and Tenant shall remove such Installation in accordance with
the immediately succeeding sentence. Upon the expiration or earlier termination of the Term, Tenant shall remove (i) all wires,
cables or similar equipment which Tenant has installed in the Premises or in the risers or plenums of the Building, (ii) any Installations
for which Landlord has given Tenant notice of removal in accordance with the immediately preceding sentence, and (iii) all of Tenant’s
Property (as hereinafter defined), and Tenant shall restore and repair any damage caused by or occasioned as a result of such removal,
including, without limitation, capping off all such connections behind the walls of the Premises and repairing any holes. During
any restoration period beyond the expiration or earlier termination of the Term, Tenant shall pay per diem Rent to Landlord as
provided herein as if said space were otherwise occupied by Tenant. If Landlord is requested by Tenant or any lender, lessor or
other person or entity claiming an interest in any of Tenant' Property to waive any lien Landlord may have against any of Tenant's
Property, and Landlord consents to such waiver, then Landlord shall be entitled to be paid as administrative rent a fee of $1,000
per occurrence for its time and effort in preparing and negotiating such a waiver of lien.


 


For purposes of this Lease,
(x) “Removable Installations” means any items listed on Exhibit F attached hereto, those Installations
included within the definition of Removable Installations pursuant to the second sentence of the immediately preceding paragraph,
and any items agreed by Landlord in writing to be included on Exhibit F in the future, (y) “Tenant’s
Property” means Removable Installations and, other than Installations, any personal property or equipment of Tenant that
may be removed without material damage to the Premises, and (z) “Installations” means, except as otherwise
specifically agreed upon on Exhibit F, all property of any kind paid for with the TI Fund, all Alterations, all fixtures,
and all partitions, hardware, built-in machinery, built-in casework and cabinets and other similar additions, equipment, property
and improvements built into the Premises so as to become an integral part of the Premises, including, without limitation, fume
hoods which penetrate the roof or plenum area, built-in cold rooms, built-in warm rooms, walk-in cold rooms, walk-in warm rooms,
deionized water systems, glass washing equipment, autoclaves, chillers, built-in plumbing, electrical and mechanical equipment
and systems, and any power generator and transfer switch.


 




    	 		



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13.         Landlord’s
Repairs. Landlord, as an Operating Expense, shall maintain all of the structural, exterior, parking and other Common Areas
of the Project, including HVAC, plumbing, fire sprinklers, elevators and all other building systems serving the Premises and other
portions of the Project (“Building Systems”), in good repair, reasonable wear and tear and uninsured losses
and damages caused by Tenant, or by any of Tenant’s agents, servants, employees, invitees and contractors (collectively,
“Tenant Parties”) excluded. Losses and damages caused by Tenant or any Tenant Party shall be repaired by Landlord,
to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems
services when necessary (i) by reason of accident or Emergency, or (ii) for planned repairs, alterations or improvements, which
are, in the judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have
been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such
period of interruption; provided, however, that Landlord shall, except in case of Emergency, make a commercially
reasonable effort to give Tenant 2 business days advance notice of any planned stoppage of Building Systems services for routine
maintenance, repairs, alterations or improvements and Landlord shall endeavor to minimize interference with Tenant’s business
operations at the Premises. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this
Section, after which Landlord shall make a commercially reasonable effort to effect such repair. Landlord shall not be liable for
any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after
Tenant’s written notice of the need for such repairs or maintenance. Tenant waives its rights under any state or local law
to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights
with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism,
war, or similar cause of damage or destruction shall be controlled by Section 18. As used in this Lease, “Emergency”
or “Emergencies” shall mean an imminent threat to health or safety or an imminent threat of material damage
to property.


 


14.         Tenant’s
Repairs. Subject to Section 13 hereof, Tenant, at its expense, shall repair, replace and maintain in good condition
all portions of the Premises, including, without limitation, entries, doors, ceilings, interior windows, interior walls, and the
interior side of demising walls. Such repair and replacement may include reasonably required capital expenditures and repairs whose
benefit may extend beyond the Term. Should Tenant fail to make any such repair or replacement or fail to maintain the Premises,
Landlord shall give Tenant notice of such failure. If Tenant fails to commence cure of such failure within 15 days of Landlord’s
notice, and thereafter diligently prosecute such cure to completion, Landlord may perform such work and shall be reimbursed by
Tenant within 10 days after demand therefor; provided, however, that if such failure by Tenant creates or could create an Emergency,
Landlord may immediately commence cure of such failure and shall thereafter be entitled to recover the costs of such cure from
Tenant within 10 days after demand therefor. Subject to Sections 17 and 18, Tenant shall bear the full uninsured
cost of any repair or replacement to any part of the Project that results from damage caused by Tenant or any Tenant Party and
any repair that benefits only the Premises.


 


15.         Mechanic’s
Liens. Tenant shall discharge, by bond or otherwise, any mechanic’s lien filed against the Premises or against the Project
for work claimed to have been done for, or materials claimed to have been furnished to, Tenant within 10 days after the date on
which Tenant received notice of the filing thereof, at Tenant’s sole cost and shall otherwise keep the Premises and the Project
free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant. Should Tenant fail to
discharge any lien described herein, Landlord shall have the right, but not the obligation, to pay such claim or post a bond or
otherwise provide security to eliminate the lien as a claim against title to the Project and the cost thereof shall be immediately
due from Tenant as Additional Rent. If Tenant shall lease or finance the acquisition of office equipment, furnishings, or other
personal property of a removable nature utilized by Tenant in the operation of Tenant’s business, Tenant warrants that any
Uniform Commercial Code Financing Statement filed as a matter of public record by any lessor or creditor of Tenant will upon its
face or by exhibit thereto indicate that such Financing Statement is applicable only to removable personal property and removable
intangible property of Tenant located within the Premises. In no event shall the address of the Project be furnished on the statement
without qualifying language as to applicability of the lien only to removable personal property and removable intangible property,
located in an identified suite held by Tenant.


 




    	 		



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


 


Landlord hereby indemnifies
and agrees to defend, save and hold Tenant harmless from and against any and all Claims for injury or death to persons or damage
to property occurring at the Project to the extent caused by the willful misconduct or gross negligence of Landlord.


 


Landlord and Tenant acknowledge
that the indemnification provisions of this Section 16 were mutually and specifically negotiated and agreed upon by Landlord
and Tenant. Landlord and Tenant agree that the provisions of this Section 16 shall govern the rights and obligations of
the parties with respect to the aforesaid indemnities and that the protections of any state law to the contrary are hereby waived.
Landlord and Tenant each expressly waives its immunity under industrial insurance, Title 51 RCW, to the extent necessary to give
effect to the provisions of this Section 16.


 


17.         Insurance.
Landlord shall maintain all risk property and, if applicable, sprinkler damage insurance covering the full replacement cost of
the Project or such lesser coverage amount as Landlord may elect provided such coverage amount is not less than 90% of such
full replacement cost. Landlord shall further procure and maintain commercial general liability insurance limits of not less than
$2,000,000 per occurrence and $2,000,000 annual aggregate for bodily injury and property damage with respect to the Project. Landlord
may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary, including, but not
limited to, flood, environmental hazard and earthquake, loss or failure of building equipment, errors and omissions, rental loss
during the period of repair or rebuilding, workers’ compensation insurance and fidelity bonds for employees employed to perform
services and insurance for any improvements installed by Tenant or which are in addition to the standard improvements customarily
furnished by Landlord without regard to whether or not such are made a part of the Project. All such insurance shall be included
as part of the Operating Expenses. The Project may be included in a blanket policy (in which case the cost of such insurance allocable
to the Project will be determined by Landlord based upon the insurer’s cost calculations). Tenant shall also reimburse Landlord
for any increased premiums or additional insurance which Landlord reasonably deems necessary as a result of Tenant’s use
of the Premises.


 


Tenant, at its sole cost
and expense, shall maintain during the Term: all risk property insurance with business interruption and extra expense coverage,
covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant at Tenant’s
expense; workers’ compensation insurance with no less than the minimum limits required by law; employer’s liability
insurance with such limits as required by law; and commercial general liability insurance, with minimum limits of not less than
$2,000,000 per occurrence and $2,000,000 annual aggregate for bodily injury and property damage with respect to Tenant’s
Property in the Premises. The commercial general liability insurance policy shall name Alexandria Real Estate Equities, Inc., and
Landlord, its officers, directors, employees, managers, agents, invitees and contractors (collectively, “Landlord Parties”),
as additional insureds; insure on an occurrence and not a claims-made basis; be issued by insurance companies which have a rating
of not less than policyholder rating of A and financial category rating of at least Class X in “Best’s Insurance Guide”;
shall not be cancelable for nonpayment of premium unless 10 days prior written notice shall have been given to Landlord from the
insurer; contain a hostile fire endorsement and a contractual liability endorsement; and provide primary coverage to Landlord (any
policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant’s policies). Copies
of such policies (if required by the Holder of any Mortgage affecting the Property), or certificates of insurance showing the limits
of coverage required hereunder and showing Landlord as an additional insured, along with reasonable evidence of the payment of
premiums for the applicable period, shall be delivered to Landlord by Tenant upon commencement of the Term and upon each renewal
of said insurance. Tenant’s policy may be a “blanket policy” with an aggregate per location endorsement which
specifically provides that the amount of insurance shall not be prejudiced by other losses covered by the policy. Tenant shall,
prior to the expiration of such policies, furnish Landlord with renewal certificates.


 




    	 		



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In each instance where
insurance is to name Landlord as an additional insured, Tenant shall upon written request of Landlord also designate and furnish
certificates so evidencing Landlord as additional insured to: (i) any lender of Landlord holding a security interest in the Project
or any portion thereof, (ii) the landlord under any lease wherein Landlord is tenant of the real property on which the Project
is located, if the interest of Landlord is or shall become that of a tenant under a ground or other underlying lease rather than
that of a fee owner, and/or (iii) any management company retained by Landlord to manage the Project.


 


The property insurance
obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment from
its insured, against Landlord or Tenant, and their respective officers, directors, employees, managers, agents, invitees and contractors
(“Related Parties”), in connection with any loss or damage thereby insured against. Neither party nor its respective
Related Parties shall be liable to the other for loss or damage caused by any risk insured against under property insurance required
to be maintained hereunder, and each party waives any claims against the other party, and its respective Related Parties, for such
loss or damage. The failure of a party to insure its property shall not void this waiver. Landlord and its respective Related Parties
shall not be liable for, and Tenant hereby waives all claims against such parties for, business interruption and losses occasioned
thereby sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises
or the Project from any cause whatsoever. If the foregoing waivers shall contravene any law with respect to exculpatory agreements,
the liability of Landlord or Tenant shall be deemed not released but shall be secondary to the other’s insurer.


 


Landlord may require insurance
policy limits to be raised to conform with requirements of Landlord’s lender and/or to bring coverage limits to levels then
being generally required of new tenants within the Project, provided, however, that the increased amount of coverage is consistent
with coverage amounts then being required by institutional owners of similar projects with tenants occupying similar size premises
in the geographical area in which the Project is located.


 


18.         Restoration.
If, at any time during the Term, the Project or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord
shall notify Tenant within 60 days after discovery of such damage as to the amount of time Landlord reasonably estimates it will
take to restore the Project or the Premises, as applicable (the “Restoration Period”). If the Restoration Period
is estimated to exceed 9 months (the “Maximum Restoration Period”), Landlord may, in such notice, elect to terminate
this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however,
that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord
delivered within 5 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than
the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject
to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore
the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising
from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization
of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use,
storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section
30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”);
provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum
Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed
with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration
of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord
shall be relieved of its obligation to make repairs or restoration and this Lease shall terminate as of the date that is 75 days
after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are
obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord
or Tenant.


 




    	 		



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Tenant shall have no obligation
to perform any repair or restoration of the Premises, or to reoccupy the Premises; provided, however, that so long as the Lease
has not been terminated pursuant to this Section 18, Tenant shall continue to comply with all of the provisions of this
Lease including, without limitation, the payment of Rent. Notwithstanding the foregoing, either Landlord or Tenant may terminate
this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably
estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10
business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall
also have the right to terminate this Lease if insurance proceeds are not available for such restoration. Rent shall be abated
from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion
which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. Such abatement shall
be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate the Lease
by reason of damage or casualty loss.


 


In the event that this
Lease is terminated pursuant to this Section 18, the Other Lease shall automatically terminate concurrently with this Lease.


 


The provisions of this
Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all
damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation
which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part
of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth
their entire understanding and agreement with respect to such matters.


 


19.         Condemnation.
If the whole or any material part of the Premises or the Project is taken for any public or quasi-public use under governmental
law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking”
or “Taken”), and the Taking would in Landlord’s reasonable judgment, materially interfere with or impair
Landlord’s ownership or operation of the Project or would in the reasonable judgment of Landlord and Tenant either
prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration
by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting
in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord this Lease shall terminate
and Rent shall be apportioned as of said date. Notwithstanding the foregoing, Tenant shall have the right to terminate this Lease
and the Other Lease if more than 50% of the Premises is the subject of a Taking. If part of the Premises shall be Taken, and this
Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially
reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building,
the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the
unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord
shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns
to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish
Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may
be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award
for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of
state law to terminate this Lease upon a partial Taking of the Premises or the Project. In the event that this Lease is terminated
pursuant to this Section 19, the Other Lease shall automatically terminate concurrently with this Lease.


 




    	 		



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


 


(a)          Payment
Defaults. Tenant shall fail to pay any installment of Rent or any other payment hereunder when due; provided, however, that
Landlord will give Tenant notice and an opportunity to cure any failure to pay Rent within 3 days of any such notice not more than
once in any 12 month period and Tenant agrees that such notice shall be in lieu of and not in addition to, or shall be deemed to
be, any notice required by law.


 


(b)          Insurance.
Any insurance required to be maintained by Tenant pursuant to this Lease shall be canceled or terminated or shall expire or shall
be reduced or materially changed below the coverage required to be maintained by Tenant pursuant to this Lease, or Landlord shall
receive a notice of nonrenewal of any such insurance and Tenant shall fail to obtain replacement insurance at least 10 days before
the expiration of the current coverage.


 


(c)          Abandonment.
Tenant shall abandon the Premises. Tenant shall not be deemed to have abandoned the Premises if (i) Tenant provides Landlord with
reasonable advance notice prior to vacating and, at the time of vacating the Premises, Tenant completes Tenant’s obligations
with respect to the Surrender Plan in compliance with Section 28, (ii) Tenant has made reasonable arrangements with Landlord
for the security of the Premises for the balance of the Term, and (iii) Tenant continues during the balance of the Term to satisfy
all of its obligations under the Lease as they come due.


 


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


 


(e)          Liens.
Tenant shall fail to discharge or otherwise obtain the release of any lien placed upon the Premises in violation of this Lease
within 10 days after Tenant receives notice that any such lien has been filed against the Premises.


 


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


 


(g)          Estoppel
Certificate or Subordination Agreement. Tenant fails to execute any document required from Tenant under Sections 23
or 27 within 5 days after a second notice requesting such document.


 




    	 		



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(h)          Other
Lease. Tenant is in Default (as such term is defined in the Other Lease) under that certain Lease Agreement between Landlord
and Tenant dated of even date herewith, pursuant to which Landlord leases to Tenant and Tenant leases from Landlord space at 410
Elliott, Seattle, Washington (“Other Lease”); provided, however, that this Section 20(h) shall only apply
for so long as ARE-Seattle No. 10, LLC, a Delaware limited liability company, or an entity controlled by Alexandria Real Estate
Equities, Inc. remains the Landlord under this Lease.


 


(i)          Other
Defaults. Tenant shall fail to comply with any provision of this Lease other than those specifically referred to in this Section
20, and, except as otherwise expressly provided herein, such failure shall continue for a period of 30 days after written notice
thereof from Landlord to Tenant.


 


Any notice given under Section 20(h)
hereof shall: (i) specify the alleged default, (ii) demand that Tenant cure such default, (iii) be in lieu of, and not in addition
to, or shall be deemed to be, any notice required under any provision of applicable law, and (iv) not be deemed a forfeiture or
a termination of this Lease unless Landlord elects otherwise in such notice; provided that if the nature of Tenant’s
default pursuant to Section 20(h) is such that it cannot be cured by the payment of money and reasonably requires more than
30 days to cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said 30 day period and thereafter
diligently prosecutes the same to completion; provided, however, that such cure shall be completed no later than
90 days from the date of Landlord’s notice.


 


21.         Landlord’s
Remedies.


 


(a)          Payment
By Landlord; Interest. Upon a Default by Tenant hereunder, Landlord may, without waiving or releasing any obligation of Tenant
hereunder, make such payment or perform such act. All sums so paid or incurred by Landlord, together with interest thereon, from
the date such sums were paid or incurred, at the annual rate equal to 12% per annum or the highest rate permitted by law (the “Default
Rate”), whichever is less, shall be payable to Landlord on demand as Additional Rent. Nothing herein shall be construed
to create or impose a duty on Landlord to mitigate any damages resulting from Tenant’s Default hereunder.


 


(b)          Late
Payment Rent. Late payment by Tenant to Landlord of Rent and other sums due will cause Landlord to incur costs not contemplated
by this Lease, the exact amount of which will be extremely difficult and impracticable to ascertain. Such costs include, but are
not limited to, processing and accounting charges and late charges which may be imposed on Landlord under any Mortgage covering
the Premises. Therefore, if any installment of Rent due from Tenant is not received by Landlord within 5 days after the date such
payment is due, Tenant shall pay to Landlord an additional sum equal to 6% of the overdue Rent as a late charge. Notwithstanding
the foregoing, before assessing a late charge the first time in any calendar year, Landlord shall provide Tenant written notice
of the delinquency and will waive the right if Tenant pays such delinquency within 5 days thereafter. The parties agree that this
late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. In
addition to the late charge, Rent not paid when due shall bear interest at the Default Rate from the 5th day after the date due
until paid.


 


(c)          Remedies.
Upon the occurrence of a Default, Landlord, at its option, without further notice or demand to Tenant, shall have in addition to
all other rights and remedies provided in this Lease, at law or in equity, the option to pursue any one or more of the following
remedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever.


 


(i)          Terminate
this Lease, or at Landlord’s option, Tenant’s right to possession only, in which event Tenant shall immediately surrender
the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for
possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person
who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefor;


 


(ii)         Upon
any termination of this Lease, whether pursuant to the foregoing Section 21(c)(i) or otherwise, Landlord may recover from
Tenant the following:


 




    	 		



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(A)         The
worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus


 


(B)         The
worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time
of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus


 


(C)         The
worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the
amount of such rental loss that Tenant proves could have been reasonably avoided; plus


 


(D)         Any
other amount reasonably necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to
perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically
including, but not limited to reasonable costs incurred for brokerage commissions and advertising expenses incurred, expenses of
remodeling the Premises or any portion thereof for a new tenant, whether for the same or a different use, and any special concessions
made to obtain a new tenant; and


 


(E)         At
Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time
by applicable law.


 


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


 


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


 


(iv)        Whether
or not Landlord elects to terminate this Lease following a Default by Tenant, Landlord shall have the right to terminate any and
all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises
or may, in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases, licenses, concessions or arrangements.
Upon Landlord’s election to succeed to Tenant’s interest in any such subleases, licenses, concessions or arrangements,
Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the rent or other
consideration receivable thereunder.


 


(v)         Independent
of the exercise of any other remedy of Landlord hereunder or under applicable law, Landlord may conduct an environmental test of
the Premises as generally described in Section 30(d) hereof, at Tenant’s expense.


 




    	 		



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(d)          Effect
of Exercise. Exercise by Landlord of any remedies hereunder or otherwise available shall not be deemed to be an acceptance
of surrender of the Premises and/or a termination of this Lease by Landlord, it being understood that such surrender and/or termination
can be effected only by the express written agreement of Landlord and Tenant. Any law, usage, or custom to the contrary notwithstanding,
both Landlord and Tenant shall have the right at all times to enforce the provisions of this Lease in strict accordance with the
terms hereof; and the failure of Landlord or Tenant at any time to enforce its rights under this Lease strictly in accordance with
same shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions, and covenants
of this Lease or as having modified the same and shall not be deemed a waiver of Landlord’s or Tenant’s right to enforce
one or more of its rights in connection with any subsequent default. A receipt by Landlord of Rent or other payment with knowledge
of the breach of any covenant hereof shall not be deemed a waiver of such breach, and no waiver by Landlord or Tenant of any provision
of this Lease shall be deemed to have been made unless expressed in writing and signed by the party against whom such waiver is
sought to be enforced. To the greatest extent permitted by law, Tenant waives the service of notice of Landlord’s intention
to re-enter, re-take or otherwise obtain possession of the Premises as provided in any statute, or to institute legal proceedings
to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment or by warrant of any court
or judge. Any reletting of the Premises or any portion thereof shall be on such terms and conditions as Landlord in its sole discretion
may determine. Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s
failure to relet the Premises or collect rent due in respect of such reletting or otherwise to mitigate any damages arising by
reason of Tenant’s Default.


 


22.         Assignment
and Subletting.


 


(a)          General
Prohibition. Without Landlord’s prior written consent subject to and on the conditions described in this Section 22,
Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any
part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises,
and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability
company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter
market, a transfer or series of transfers whereby 49% or more of the issued and outstanding shares or other ownership interests
of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person
or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not
owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution
of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22.
Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture
capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering
which results in a change in control of Tenant without such change of control constituting an assignment under this Section
22 requiring Landlord consent. A grant by Tenant of a license with respect to Tenant’s equipment or research facilities
(as opposed to a license for the Premises) to (i) any vendor or service provider, or (ii) any party sharing research or research
facilities with Tenant (“Research Party”), pursuant to which such vendor, service provider or Research Party
shall be entering the Premises as an invitee of Tenant and will not have any legal right to occupy any portion of the Premises,
shall not constitute an assignment or subletting requiring Landlord consent under this Section 22. Notwithstanding anything
to the contrary contained herein, Tenant shall be fully responsible for the acts of the parties entering the Premises pursuant
to the immediately preceding sentence and Landlord shall have no liability to or in connection with such parties.


 




    	 		



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(b)          Permitted
Transfers. If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises other
than pursuant to a Permitted Assignment (as defined below), then at least 10 business days, but not more than 45 business days,
before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall
give Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or
sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated,
generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed
assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed
assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to
its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after
receipt of the Assignment Notice: (i) grant such consent, (ii) refuse such consent, in its sole and absolute discretion, if the
proposed assignment, hypothecation or other transfer or subletting concerns more than (together with all other then effective subleases)
50% of the Premises, (iii) refuse such consent, in its reasonable discretion, if the proposed subletting concerns (together with
all other then effective subleases) 50% or less of the Premises (provided that Landlord shall further have the right to review
and approve or disapprove the proposed form of sublease prior to the effective date of any such subletting), or (iv) terminate
this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an “Assignment Termination”).
If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such
Assignment Notice by written notice to Landlord of such election within 5 business days after Landlord’s notice electing
to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and
effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate
as of the Assignment Date with respect to the space described in such Assignment Notice; provided, however, that Landlord shall,
at its sole cost and expense, demise and otherwise segregate the portion of the Premises subject to the Assignment Termination
and agrees to use reasonable efforts to minimize interference with Tenant’s business operations in connection with such demising.
No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment
Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer. Tenant shall pay
to Landlord a fee equal to One Thousand Five Hundred Dollars ($1,500) in connection with its consideration of any Assignment Notice
and/or its preparation or review of any consent documents. Notwithstanding the foregoing, Landlord’s consent to an assignment
of this Lease or a subletting of any portion of the Premises to any entity controlling, controlled by or under common control with
Tenant (a “Control Permitted Assignment”) shall not be required, provided that Landlord shall have the right
to approve the form of any such sublease or assignment. In addition, Tenant shall have the right to assign this Lease, upon 30
days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other entity
which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of
all or substantially all of the assets or the ownership interests of Tenant provided that (i) such merger or consolidation, or
such acquisition or assumption, as the case may be, is for a legitimate business purpose and not principally for the purpose of
transferring the Lease, and (ii) the net worth (as determined in accordance with generally accepted accounting principles (“GAAP”))
of the assignee is not less than the greater of the net worth (as determined in accordance with GAAP) of Tenant as of the Commencement
Date, and (iii) such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease arising
after the effective date of the assignment (a “Corporate Permitted Assignment”). Control Permitted Assignments
and Corporate Permitted Assignments are hereinafter referred to as “Permitted Assignments.” Notwithstanding
anything to the contrary contained herein, Landlord shall not have the right to deliver an Assignment Termination to Tenant in
connection with a Permitted Assignment.


 


(c)          Additional
Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord
may require:


 


(i)          that
any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice
that Tenant is in default under this Lease beyond applicable notice and cure periods, such party shall thereafter make all payments
otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such
payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns
should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or
assigns be obligated to accept such attornment; and


 




    	 		



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(ii)         A
list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee
or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies
of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by
the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including,
without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation
of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after
Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion);
and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any
storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee
or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary
nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.


 


(d)          No
Release of Tenant, Sharing of Excess Rents. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety
of Tenant’s obligations under this Lease shall at all times remain fully and primarily responsible and liable for the payment
of Rent and for compliance with all of Tenant’s other obligations under this Lease. Except with respect to a Permitted Assignment,
if the Rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment
plus any bonus or other consideration therefor or incident thereto in any form) exceeds the sum of the rental payable under this
Lease, (excluding however, any Rent payable under this Section) and all actual and reasonable brokerage fees, legal costs and any
design or construction fees directly related to and required pursuant to the terms of any such sublease) (“Excess Rent”),
then Tenant shall be bound and obligated to pay Landlord as Additional Rent hereunder 50% of such Excess Rent within 10 days following
receipt thereof by Tenant. If Tenant shall sublet the Premises or any part thereof, Tenant hereby immediately and irrevocably assigns
to Landlord, as security for Tenant’s obligations under this Lease, all rent from any such subletting, and Landlord as assignee
and as attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and
apply it toward Tenant’s obligations under this Lease; except that, until the occurrence of a Default, Tenant shall have
the right to collect such rent.


 


(e)          No
Waiver. The consent by Landlord to an assignment or subletting shall not relieve Tenant or any assignees of this Lease or any
sublessees of the Premises from obtaining the consent of Landlord to any further assignment or subletting nor shall it release
Tenant or any assignee or sublessee of Tenant from full and primary liability under the Lease. The acceptance of Rent hereunder,
or the acceptance of performance of any other term, covenant, or condition thereof, from any other person or entity shall not be
deemed to be a waiver of any of the provisions of this Lease or a consent to any subletting, assignment or other transfer of the
Premises.


 


(f)          Prior
Conduct of Proposed Transferee. Notwithstanding any other provision of this Section 22, except in connection with either
a Control Permitted Assignment or a Corporate Permitted Assignment, if (i) the proposed assignee or sublessee of Tenant has been
required by any prior landlord, lender or Governmental Authority to take remedial action in connection with Hazardous Materials
contaminating a property, where the contamination was material in nature and resulted from such party’s action or use of
the property in question, (ii) the proposed assignee or sublessee is subject to an enforcement order issued by any Governmental
Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including,
without limitation, any order related to the failure to make a required reporting to any Governmental Authority), or (iii) because
of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Landlord
would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would
be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Landlord
shall have the absolute right to refuse to consent to any assignment or subletting to any such party. 


 




    	 		



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23.         Estoppel
Certificate. Tenant shall, within 10 business days of written notice from Landlord, execute, acknowledge and deliver a statement
in writing in any form reasonably requested by a proposed lender or purchaser, (i) certifying that this Lease is unmodified and
in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified
is in full force and effect) and the dates to which the rental and other charges are paid in advance, if any, (ii) acknowledging
that there are not any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, and
(iii) setting forth such further information with respect to the status of this Lease or the Premises as may be requested thereon.
Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of
which the Premises are a part. Tenant’s failure to deliver such statement within 5 days of Landlord’s second request
therefor shall, at the option of Landlord, constitute a Default under this Lease, and, in any event, shall be conclusive upon Tenant
that the Lease is in full force and effect and without modification except as may be represented by Landlord in any certificate
prepared by Landlord and delivered to Tenant for execution.


 


24.         Quiet
Enjoyment. So long as Tenant is not in Default under this Lease, Tenant shall, subject to the terms of this Lease, at all times
during the Term, have peaceful and quiet enjoyment of the Premises against any person claiming by, through or under Landlord or
any Landlord Party.


 


25.         Prorations.
All prorations required or permitted to be made hereunder shall be made on the basis of a 360 day year and 30 day months.


 


26.         Rules
and Regulations. Tenant shall, at all times during the Term and any extension thereof, comply with all reasonable rules and
regulations at any time or from time to time established by Landlord covering use of the Premises and the Project. The current
rules and regulations are attached hereto as Exhibit E. If there is any conflict between said rules and regulations and
other provisions of this Lease, the terms and provisions of this Lease shall control. Landlord shall not have any liability or
obligation for the breach of any rules or regulations by other tenants in the Project and shall not enforce such rules and regulations
in a discriminatory manner.


 


27.         Subordination.
This Lease and Tenant’s interest and rights hereunder are hereby made and shall be subject and subordinate at all times to
the lien of any Mortgage now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements,
renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further
instrument or act on the part of Tenant; provided, however that so long as there is no Default hereunder, Tenant’s
right to possession of the Premises shall not be disturbed by the Holder of any such Mortgage. Tenant agrees, at the election of
the Holder of any such Mortgage, to attorn to any such Holder. Tenant agrees upon demand to execute, acknowledge and deliver such
instruments, confirming such subordination, and such instruments of attornment as shall be requested by any such Holder, provided
any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as
set forth in Section 24 hereof. Tenant hereby appoints Landlord attorney-in-fact for Tenant irrevocably (such power of attorney
being coupled with an interest) to execute, acknowledge and deliver any such instrument and instruments for and in the name of
Tenant and to cause any such instrument to be recorded. Notwithstanding the foregoing, any such Holder may at any time subordinate
its Mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed
prior to such Mortgage without regard to their respective dates of execution, delivery or recording and in that event such Holder
shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and
recording of such Mortgage and had been assigned to such Holder. The term “Mortgage” whenever used in this Lease
shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “Holder”
of a Mortgage shall be deemed to include the beneficiary under a deed of trust. As of the date of this Lease, there is no existing
Mortgage encumbering the Project. Upon written request from Tenant, Landlord shall endeavor to obtain for execution by Tenant
a commercially reasonable form of non-disturbance and attornment agreement (“SNDA”) executed by the Holder of
any future Mortgage with a lien on the Project which provides, among other things, that so long as Tenant is not in Default of
its obligations under this Lease, foreclosure or other enforcement of such Mortgage shall not terminate this Lease and the successor
to Landlord’s interest in the Project shall recognize this Lease and Tenant’s right to possession of the Premises.
The SNDA shall be on the form proscribed by the Holder and Tenant shall pay the Holder's fees and costs in connection with obtaining
such SNDA; provided, however, that Landlord shall request that Holder make any changes to the SNDA reasonably requested by Tenant.
Landlord's failure to cause the Holder to enter into the SNDA with Tenant (or make any of the changes requested by Tenant) shall
not be a default by Landlord under this Lease.


 




    	 		



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28.         Surrender.
Upon the expiration of the Term or earlier termination of Tenant’s right of possession, Tenant shall surrender the Premises
to Landlord in the same condition as received, subject to any Alterations or Installations permitted by Landlord to remain in the
Premises, free of Hazardous Materials brought upon, kept, used, stored, handled, treated, generated in, or released or disposed
of from, the Premises by any person other than a Landlord Party (collectively, “Tenant HazMat Operations”) and
released of all Hazardous Materials Clearances, broom clean, ordinary wear and tear and casualty loss and condemnation covered
by Sections 18 and 19 excepted. At least 3 months prior to the surrender of the Premises, Tenant shall deliver to
Landlord a narrative description of the actions proposed (or required by any Governmental Authority) to be taken by Tenant in order
to surrender the Premises (including any Installations permitted by Landlord to remain in the Premises) at the expiration or earlier
termination of the Term, free from any residual impact from the Tenant HazMat Operations and otherwise released for unrestricted
use and occupancy (the “Surrender Plan”). Such Surrender Plan shall be accompanied by a current listing of (i)
all Hazardous Materials licenses and permits held by or on behalf of any Tenant Party with respect to the Premises, and (ii) all
Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the Premises, and shall be subject
to the review and reasonable approval of Landlord’s environmental consultant. In connection with the review and approval
of the Surrender Plan, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such additional non-proprietary
information concerning Tenant HazMat Operations as Landlord shall request. On or before such surrender, Tenant shall deliver to
Landlord evidence that the approved Surrender Plan shall have been satisfactorily completed and Landlord shall have the right,
subject to reimbursement at Tenant’s expense as set forth below, to cause Landlord’s environmental consultant to inspect
the Premises and perform such additional procedures as may be deemed reasonably necessary to confirm that the Premises are, as
of the effective date of such surrender or early termination of the Lease, free from any residual impact from Tenant HazMat Operations.
Tenant shall reimburse Landlord, as Additional Rent, for the actual out-of pocket expense incurred by Landlord for Landlord’s
environmental consultant to review and approve the Surrender Plan and to visit the Premises and verify satisfactory completion
of the same, which cost shall not exceed $5,000. Landlord shall have the unrestricted right to deliver such Surrender Plan and
any report by Landlord’s environmental consultant with respect to the surrender of the Premises to third parties.


 


If Tenant shall fail to
prepare or submit a Surrender Plan approved by Landlord, or if Tenant shall fail to complete the approved Surrender Plan, or if
such Surrender Plan, whether or not approved by Landlord, shall fail to adequately address any residual effect of Tenant HazMat
Operations in, on or about the Premises, Landlord shall have the right to take such actions as Landlord may deem reasonable or
appropriate to assure that the Premises and the Project are surrendered free from any residual impact from Tenant HazMat Operations,
the cost of which actions shall be reimbursed by Tenant as Additional Rent, without regard to the limitation set forth in the first
paragraph of this Section 28; provided, however, that if it is determined prior to Tenant’s surrender of the Premises
(without any obligation on the part of Landlord to do so prior to Tenant’s surrender of the Premises or the expiration of
the Term) that the Surrender Plan failed to adequately address the residual effect of Tenant HazMat Operations, Landlord shall
first provide Tenant with written notice of such failure and Tenant shall have the right to address such residual effect prior
to the expiration of the Term. Nothing contained herein shall preclude Landlord from undertaking such work, at Tenant’s sole
cost and expense, whether before or after Tenant’s surrender of the Premises if Tenant does not or fails to adequately do
so. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be required to permit Tenant to remain
in the Premises following the expiration of the Term to address any residual effect of Tenant HazMat Operations.


 




    	 		



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Tenant shall immediately
return to Landlord all keys and/or access cards to parking, the Project, restrooms or all or any portion of the Premises furnished
to or otherwise procured by Tenant. If any such access card or key is lost, Tenant shall pay to Landlord, at Landlord’s election,
either the cost of replacing such lost access card or key or the cost of reprogramming the access security system in which such
access card was used or changing the lock or locks opened by such lost key. Any Tenant’s Property, Alterations and property
not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of
by Landlord at Tenant’s expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord’s
retention and/or disposition of such property. All obligations of Tenant hereunder not fully performed as of the termination of
the Term, including the obligations of Tenant under Section 30 hereof, shall survive the expiration or earlier termination
of the Term, including, without limitation, indemnity obligations, payment obligations with respect to Rent and obligations concerning
the condition and repair of the Premises.


 


29.         Waiver
of Jury Trial. TO THE EXTENT PERMITTED BY LAW, TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE
IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT ARISING OUT OF THIS LEASE
OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.


 


30.         Environmental
Requirements.


 


(a)          Prohibition/Compliance/Indemnity.
Tenant shall not cause or permit any Hazardous Materials (as hereinafter defined) to be brought upon, kept, used, stored, handled,
treated, generated in or about, or released or disposed of from, the Premises or the Project in violation of applicable Environmental
Requirements (as hereinafter defined) by Tenant or any Tenant Party. If Tenant breaches the obligation stated in the preceding
sentence, or if the presence of Hazardous Materials in the Premises during the Term or any holding over results in contamination
of the Premises, the Project or any adjacent property or if contamination of the Premises, the Project or any adjacent property
by Hazardous Materials brought into, kept, used, stored, handled, treated, generated in or about, or released or disposed of from,
the Premises by anyone other than Landlord and Landlord’s employees, agents and contractors otherwise occurs during the Term
or any holding over, Tenant hereby indemnifies and shall defend and hold Landlord, its officers, directors, employees, agents and
contractors harmless from any and all actions (including, without limitation, remedial or enforcement actions of any kind, administrative
or judicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, damages (including, without
limitation, punitive damages and damages based upon diminution in value of the Premises or the Project, or the loss of, or restriction
on, use of the Premises or any portion of the Project), expenses (including, without limitation, attorneys’, consultants’
and experts’ fees, court costs and amounts paid in settlement of any claims or actions), fines, forfeitures or other civil,
administrative or criminal penalties, injunctive or other relief (whether or not based upon personal injury, property damage, or
contamination of, or adverse effects upon, the environment, water tables or natural resources), liabilities or losses (collectively,
“Environmental Claims”) which arise during or after the Term as a result of such contamination. This indemnification
of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any
cleanup, treatment, remedial, removal, or restoration work required by any federal, state or local Governmental Authority because
of Hazardous Materials present in the air, soil or ground water above, on, or under the Premises. Without limiting the foregoing,
if the presence of any Hazardous Materials on the Premises, the Project or any adjacent property caused or permitted by Tenant
or any Tenant Party results in any contamination of the Premises, the Project or any adjacent property, Tenant shall promptly take
all actions at its sole expense and in accordance with applicable Environmental Requirements as are necessary to return the Premises,
the Project or any adjacent property to the condition existing prior to the time of such contamination, provided that Landlord’s
approval of such action shall first be obtained, which approval shall not unreasonably be withheld so long as such actions would
not potentially have any material adverse long-term or short-term effect on the Premises or the Project. Notwithstanding anything
to the contrary contained in Section 28 or this Section 30, Tenant shall not be responsible for, and the indemnification
and hold harmless obligation set forth in this paragraph shall not apply to (i) contamination in the Premises which Tenant can
prove existed in the Premises immediately prior to the Commencement Date, or (ii) the presence of any Hazardous Materials in the
Premises which Tenant can prove migrated from outside of the Premises into the Premises, unless in either case, to the extent the
presence of such Hazardous Materials (x) is the result of a breach by Tenant of any of its obligations under this Lease, or (y)
was caused, contributed to or exacerbated by Tenant or any Tenant Party.


 




    	 		



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(b)          Business.
Landlord acknowledges that it is not the intent of this Section 30 to prohibit Tenant from using the Premises for the Permitted
Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials
is strictly and properly monitored according to all then applicable Environmental Requirements. As a material inducement to Landlord
to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement
Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on,
or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection
with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the
Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List
once a year and shall provide Landlord with access to Tenant’s Hazardous Materials data sheets and reports which data sheets
and reports shall reflect the Hazardous Materials being kept, used, stored, handled, treated, generated on, or released or disposed
of from, the Premises by Tenant. Tenant shall deliver to Landlord true and correct copies of the following documents (the “Haz
Mat Documents”) relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials
prior to the Commencement Date, or if unavailable at that time, concurrent with the receipt from or submission to a Governmental
Authority: permits; approvals; reports and correspondence; storage and management plans, notice of violations of any Legal Requirements;
plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of
tanks shall only be permitted after Landlord has given Tenant its written consent to do so, which consent may be withheld in Landlord’s
sole and absolute discretion); all closure plans or any other documents required by any and all federal, state and local Governmental
Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks; and a Surrender Plan
(to the extent surrender in accordance with Section 28 cannot be accomplished in 3 months). Tenant is not required, however,
to provide Landlord with any portion(s) of the Haz Mat Documents containing information of a proprietary nature which, in and of
themselves, do not contain a reference to any Hazardous Materials or hazardous activities. It is not the intent of this Section
to provide Landlord with proprietary information which could be detrimental to Tenant’s business should such information
become possessed by Tenant’s competitors.


 


(c)          Tenant
Representation and Warranty. Tenant hereby represents and warrants to Landlord that as of the date of this Lease (i) neither
Tenant nor any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any time
to take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant
of such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question, and
(ii) Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling,
treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure
to make a required reporting to any Governmental Authority). If Landlord reasonably determines that this representation and warranty
was not true as of the date of this lease, Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute
discretion.


 




    	 		



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(d)          Testing.
Landlord shall have the right to conduct annual tests of the Premises to determine whether any contamination of the Premises or
the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the
Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section
30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and
test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual
tests to be paid for by Tenant. In addition, at any time, and from time to time, prior to the expiration or earlier termination
of the Term, Landlord shall have the right to conduct appropriate tests of the Premises and the Project to determine if contamination
has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord,
Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in
or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section
30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such
tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, non-confidential
reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or warranty and subject
to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental
conditions identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction
with any environmental assessment in no way waives any rights which Landlord may have against Tenant.


 


(e)          Control
Areas. Tenant shall be allowed to utilize up to its pro rata share of the Hazardous Materials inventory within any control
area or zone (located within the Premises), as designated by the applicable building code, for chemical use or storage. As used
in the preceding sentence, Tenant's pro rata share of any control areas or zones located within the Premises shall be determined
based on the rentable square footage that Tenant leases within the applicable control area or zone. For purposes of example only,
if a control area or zone contains 10,000 rentable square feet and 2,000 rentable square feet of a tenant's premises are located
within such control area or zone (while such premises as a whole contains 5,000 rentable square feet), the applicable tenant's
pro rata share of such control area would be 20%.


 


(f)          Underground
Tanks. Tenant shall not install any underground or other storage tanks storing Hazardous Materials on the Premises or the Project
without first obtaining Landlord’s advance written consent, which may be given or withheld in Landlord sole and absolute
discretion. If Tenant is permitted to install any such storage tanks, Tenant shall install, use, monitor, operate, maintain, upgrade
and manage such storage tanks, maintain appropriate records, obtain and maintain appropriate insurance, implement reporting procedures,
properly close any underground storage tanks, and take or cause to be taken all other actions necessary or required under applicable
state and federal Legal Requirements, as such now exists or may hereafter be adopted or amended in connection with the installation,
use, maintenance, management, operation, upgrading and closure of such storage tanks. Nothing contained in this Section 30(f)
shall serve to prohibit Tenant from using nitrogen gas or other gases within the Premises in connection with the Permitted Use
and otherwise in compliance within the terms of this Lease and applicable Legal Requirements.


 


(g)          Tenant’s
Obligations. Tenant’s obligations under this Section 30 shall survive the expiration or earlier termination of
the Lease. During any period of time after the expiration or earlier termination of this Lease required by Tenant or Landlord to
complete the removal from the Premises of any Hazardous Materials (including, without limitation, the release and termination of
any licenses or permits restricting the use of the Premises and the completion of the approved Surrender Plan), Tenant shall continue
to pay the full Rent in accordance with this Lease for any portion of the Premises not relet by Landlord in Landlord’s sole
discretion, which Rent shall be prorated daily.


 


(h)          Definitions.
As used herein, the term “Environmental Requirements” means all applicable present and future statutes, regulations,
ordinances, rules, codes, judgments, orders or other similar enactments of any Governmental Authority regulating or relating to
health, safety, or environmental conditions on, under, or about the Premises or the Project, or the environment, including without
limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation
and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder.
As used herein, the term “Hazardous Materials” means and includes any substance, material, waste, pollutant,
or contaminant listed or defined as hazardous or toxic, or regulated by reason of its impact or potential impact on humans, animals
and/or the environment under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof,
natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas).
As defined in Environmental Requirements, Tenant is and shall be deemed to be the “operator” of Tenant’s
“facility” and the “owner” of all Hazardous Materials brought on the Premises by Tenant or
any Tenant Party, and the wastes, by-products, or residues generated, resulting, or produced therefrom.


 




    	 		



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(i)          Costs
for Required Removal. Landlord hereby agrees that any reasonable out-of-pocket costs incurred by Tenant to remove (i) ACMs
and PACMs, or (ii) Hazardous Materials (which Tenant can prove existed in the Premises immediately prior to the Commencement Date)
from the Premises required by applicable Governmental Authorities or Legal Requirements (“Required Removal”)
will be reimbursed by Landlord to Tenant within 30 days after Landlord’s receipt of evidence reasonably satisfactory to Landlord
that such out-of-pocket costs were incurred by Tenant; provided, however, that Tenant shall provide Landlord with advance written
notice of any Required Removal and Landlord shall have the right to elect to reasonably undertake the Required Removal itself,
at its own cost.


 


31.         Tenant’s
Remedies/Limitation of Liability. Landlord shall not be in default hereunder unless Landlord fails to perform any of its obligations
hereunder within 30 days after written notice from Tenant specifying such failure (unless such performance will, due to the nature
of the obligation, require a period of time in excess of 30 days, then after such period of time as is reasonably necessary). Upon
any default by Landlord, Tenant shall give notice by registered or certified mail to any Holder of a Mortgage covering the Premises
and to any landlord of any lease of property in or on which the Premises are located and Tenant shall offer such Holder and/or
landlord a reasonable opportunity to cure the default, including time to obtain possession of the Project by power of sale or a
judicial action if such should prove necessary to effect a cure; provided Landlord shall have furnished to Tenant in writing
the names and addresses of all such persons who are to receive such notices. All obligations of Landlord hereunder shall be construed
as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease
for breach of Landlord’s obligations hereunder.


 


Notwithstanding the foregoing,
if any claimed Landlord default hereunder will immediately, materially and adversely affect Tenant’s ability to conduct its
business in the Premises (a “Material Landlord Default”), Tenant shall, as soon as reasonably possible, but
in any event within 2 business days of obtaining knowledge of such claimed Material Landlord Default, give Landlord written notice
of such claim which notice shall specifically state that a Material Landlord Default exists and telephonic notice to Tenant’s
principal contact with Landlord. Landlord shall then have 2 business days to commence cure of such claimed Material Landlord Default
and shall diligently prosecute such cure to completion. If such claimed Material Landlord Default is not a default by Landlord
hereunder, or if Tenant failed to give Landlord the notice required hereunder within 2 business days of learning of the conditions
giving rise to the claimed Material Landlord Default, Landlord shall be entitled to recover from Tenant, as Additional Rent, any
costs incurred by Landlord in connection with such cure in excess of the costs, if any, that Landlord would otherwise have been
liable to pay hereunder. If Landlord fails to commence cure of any claimed Material Landlord Default as provided above, Tenant
may commence and prosecute such cure to completion provided that it does not affect any Building Systems affecting other tenants,
the Building structure or Common Areas, and shall be entitled to recover the costs of such cure (but not any consequential or other
damages) from Landlord by way of reimbursement from Landlord with no right to offset against Rent, to the extent of Landlord’s
obligation to cure such claimed Material Landlord Default hereunder, subject to the limitations set forth in the immediately preceding
sentence of this paragraph and the other provisions of this Lease.


 


All obligations of Landlord
under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The
term “Landlord” in this Lease shall mean only the owner for the time being of the Premises. Upon the transfer
by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord
thereafter accruing, but such obligations shall be binding during the Term upon each new owner for the duration of such owner’s
ownership.


 




    	 		



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32.         Inspection
and Access. Landlord and its agents, representatives, and contractors may enter the Premises at any reasonable time to inspect
the Premises and to make such repairs as may be required or permitted pursuant to this Lease and for any other business purpose.
Landlord and Landlord’s representatives may enter the Premises during business hours on not less than 48 hours advance notice
(except in the case of Emergencies in which case no such notice shall be required and such entry may be at any time) for the purpose
of effecting any such repairs, inspecting the Premises, showing the Premises to prospective purchasers and, during the last year
of the Term, to prospective tenants or for any other business purpose. Landlord may erect a suitable sign on the Premises stating
the Premises are available to let or that the Project is available for sale. Landlord may grant easements, make public dedications,
designate Common Areas and create restrictions on or about the Premises, provided that no such easement, dedication, designation
or restriction materially, adversely affects Tenant’s use or occupancy of the Premises for the Permitted Use. At Landlord’s
request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions so long as such
instruments do not modify Tenant’s rights and obligations (including, without limitation, Tenant’s exclusive use of
the Premises) or Landlord’s obligations under this Lease. Tenant shall at all times, except in the case of Emergencies, have
the right to escort Landlord or its agents, representatives, contractors or guests while the same are in the Premises, provided
such escort does not materially and adversely affect Landlord’s access rights hereunder. Landlord or its agents, representatives,
contractors or guests shall not enter the Premises unless escorted by Tenant while the same are in the Premises except in the case
of an Emergency. Tenant will make an escort available on the date and at the time specified by Landlord in its advance notice to
Tenant required above. Notwithstanding the foregoing, if Tenant fails to provide an escort on the day specified in Landlord’s
notice, Landlord or its agents, representatives and contractors may enter the Premises without an escort. Landlord shall use reasonable
efforts to comply with Tenant’s written protocol with respect to entering restricted portions of the Premises; provided,
however, that a copy of the same has previously been provided to Landlord.


 


33.         Security.
Tenant acknowledges and agrees that security devices and services, if any, while intended to deter crime may not in given instances
prevent theft or other criminal acts and that Landlord is not providing any security services with respect to the Premises. Tenant
agrees that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss
by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any
other breach of security with respect to the Premises. Tenant shall be solely responsible for the personal safety of Tenant’s
officers, employees, agents, contractors, guests and invitees while any such person is in, on or about the Premises and/or the
Project. Tenant shall at Tenant’s cost obtain insurance coverage to the extent Tenant desires protection against such criminal
acts.


 


34.         Force
Majeure. Except for the payment of amounts due and payable by Landlord, Landlord shall not be responsible or liable for delays
in the performance of its obligations hereunder when caused by, related to, or arising out of acts of God, sinkholes or subsidence,
strikes, lockouts, or other labor disputes, embargoes, quarantines, weather, national, regional, or local disasters, calamities,
or catastrophes, inability to obtain labor or materials (or reasonable substitutes therefor) at reasonable costs or failure of,
or inability to obtain, utilities necessary for performance, governmental restrictions (despite Landlord’s good faith efforts
to obtain the same), orders, limitations, regulations, or controls, national emergencies, delay in issuance or revocation of permits
(including, without limitation, in connection with the Tenant Improvements (as defined in the Work Letter))(despite Landlord’s
good faith efforts to obtain the same), enemy or hostile governmental action, terrorism, insurrection, riots, civil disturbance
or commotion, fire or other casualty, and other causes or events beyond the reasonable control of Landlord (“Force Majeure”).
For purposes of the restoration and repair obligations under Sections 18 (Restoration) and 19 (Condemnation) hereof,
extensions of the time periods required therein for Force Majeure shall not exceed 60 days, regardless of whether any Force Majeure
event might otherwise still apply thereafter.


 


35.         Brokers.
Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “Broker")
in connection with this transaction and that no Broker brought about this transaction, other than GVA Kidder Matthews. Landlord
and Tenant each hereby agree to indemnify and hold the other harmless from and against any claims by any Broker, other than the
broker, if any named in this Section 35, claiming a commission or other form of compensation by virtue of having dealt with
Tenant or Landlord, as applicable, with regard to this leasing transaction. Landlord shall be responsible for all fees of GVA Kidder
Matthews arising out of the execution of this Lease in accordance with the terms of a separate written agreement between GVA Kidder
Matthews and Landlord.


 




    	 		



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36.         Limitation
on Landlord’s Liability. NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR IN ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT
TO THE CONTRARY: (A) LANDLORD SHALL NOT BE LIABLE TO TENANT OR ANY OTHER PERSON FOR (AND TENANT AND EACH SUCH OTHER PERSON ASSUME
ALL RISK OF) LOSS, DAMAGE OR INJURY, WHETHER ACTUAL OR CONSEQUENTIAL TO: TENANT’S PERSONAL PROPERTY OF EVERY KIND AND DESCRIPTION,
INCLUDING, WITHOUT LIMITATION TRADE FIXTURES, EQUIPMENT, INVENTORY, SCIENTIFIC RESEARCH, SCIENTIFIC EXPERIMENTS, LABORATORY ANIMALS,
PRODUCT, SPECIMENS, SAMPLES, AND/OR SCIENTIFIC, BUSINESS, ACCOUNTING AND OTHER RECORDS OF EVERY KIND AND DESCRIPTION KEPT AT THE
PREMISES AND ANY AND ALL INCOME DERIVED OR DERIVABLE THEREFROM; (B) THERE SHALL BE NO PERSONAL RECOURSE TO LANDLORD FOR ANY ACT
OR OCCURRENCE IN, ON OR ABOUT THE PREMISES OR ARISING IN ANY WAY UNDER THIS LEASE OR ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ANY LIABILITY OF LANDLORD HEREUNDER SHALL BE STRICTLY LIMITED SOLELY TO LANDLORD’S
INTEREST IN THE PROJECT OR ANY PROCEEDS FROM SALE OR CONDEMNATION THEREOF AND ANY INSURANCE PROCEEDS PAYABLE IN RESPECT OF LANDLORD’S
INTEREST IN THE PROJECT OR IN CONNECTION WITH ANY SUCH LOSS; AND (C) IN NO EVENT SHALL ANY PERSONAL LIABILITY BE ASSERTED AGAINST
LANDLORD IN CONNECTION WITH THIS LEASE NOR SHALL ANY RECOURSE BE HAD TO ANY OTHER PROPERTY OR ASSETS OF LANDLORD OR ANY OF LANDLORD’S
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. UNDER NO CIRCUMSTANCES SHALL LANDLORD OR ANY OF LANDLORD’S OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE FOR INJURY TO TENANT’S BUSINESS OR FOR ANY LOSS OF INCOME OR PROFIT
THEREFROM.


 


37.         Severability.
If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws, then and in that event,
it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. It is also the intention
of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable,
there be added, as a part of this Lease, a clause or provision as similar in effect to such illegal, invalid or unenforceable clause
or provision as shall be legal, valid and enforceable.


 


38.         Signs;
Exterior Appearance. Tenant shall not, without the prior written consent of Landlord, which may be granted or withheld in Landlord’s
reasonable discretion: (i) attach any awnings, exterior lights, decorations, balloons, flags, pennants, banners, painting or other
projection to any outside wall of the Project, (ii) use any curtains, blinds, shades or screens other than Landlord’s standard
window coverings, (iii) coat or otherwise sunscreen the interior or exterior of any windows, (iv) place any bottles, parcels, or
other articles on the window sills, (v) place any equipment, furniture or other items of personal property on any exterior balcony,
or (vi) paint, affix or exhibit on any part of the Premises or the Project any signs, notices, window or door lettering, placards,
decorations, or advertising media of any type which can be viewed from the exterior of the Premises. Interior signs on doors and
the directory tablet shall be inscribed, painted or affixed for Tenant by Landlord at the sole cost and expense of Tenant, and
shall be of a size, color and type acceptable to Landlord. Nothing may be placed on the exterior of corridor walls or corridor
doors other than Landlord’s standard lettering. The directory tablet shall be provided exclusively for the display of the
name and location of tenants.


 




    	 		



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39.         Right
to Expand.


 


(a)          Expansion
in the Project. Tenant shall have the right, exercisable on or before December 31, 2010 (“Expansion Right Expiration
Date”), to elect to expand the original Premises (the “Expansion Right”) to include all and not less
than all of that portion of the second floor of the Project described on Exhibit I ("Expansion Space"),
upon the terms and conditions contained in this Section. If Tenant elects to exercise the Expansion Right, Tenant shall, on or
before the Expansion Right Expiration Date, deliver written notice to Landlord of its election to exercise the Expansion Right
("Expansion Exercise Notice"). If Tenant elects to lease the Expansion Space by delivering an Expansion Exercise
Notice prior to the Expansion Right Expiration Date, Tenant shall be deemed to agree to lease the Expansion Space on the same terms
and conditions as this Lease, except that the terms of this Lease shall be modified as follows effective as of the ES Commencement
Date (as defined below): (i) the Base Term of the Lease with respect to the Expansion Space shall commence on the date that Landlord
delivers the Expansion Space to Tenant ("ES Commencement Date"); (ii) the definition of Premises shall be amended
to include the Expansion Space; (iii) Tenant shall continue to pay Base Rent for the original Premises as provided for in this
Lease and, in addition thereto, beginning on the ES Commencement Date, Tenant shall pay Base Rent for the Expansion Space in the
amount of $34.48 per rentable square foot of the Expansion Space per annum, which shall be payable to Landlord in equal monthly
installments; (iv) Base Rent for the Expansion Space shall be adjusted pursuant to Section 4 of this Lease; (v) except as
provided in Section 18 and Section 19 of this Lease, Tenant shall not be entitled to any rent credit or any other
abatement of Rent with respect to its lease of the Expansion Space, (vii) Tenant's Share of Operating Expenses of Building shall
be proportionately adjusted; (vii) Tenant shall accept the Expansion Space in its “as is” condition as of the Expansion
Commencement Date and Exhibit C shall not be applicable to the Expansion Space, (viii) Landlord shall make available to
Tenant a tenant improvement allowance of up to $15.00 per rentable square foot of the Expansion Space (“Expansion Space
TI Allowance”) for the construction of improvements in the Expansion Space desired by and performed by Tenant (subject
to Landlord's supervision for which Landlord shall receive administrative rent equal to 3% of the cost of the Expansion Space Tenant
Improvements for monitoring and inspecting the construction of the Expansion Space Tenant Improvements) which improvements shall
be of a fixed and permanent nature approved by Landlord (“Expansion Space Tenant Improvements”), (ix) the Expansion
Space TI Allowance shall be available for the construction of the Expansion Space Tenant Improvements until the date that is 12
months after the ES Commencement Date and Tenant shall have no right to the use or benefit (including any reduction to or payment
of Base Rent) of any portion of the Expansion Space TI Allowance not timely used for the construction of the Expansion Space Tenant
Improvements; (x) the Term of the Lease with respect to the Expansion Space shall be co-terminous with the Term of the Lease with
respect to the original Premises; and (xi) the amount of the Security Deposit shall be proportionately increased. Tenant’s
failure to deliver a Tenant Expansion Exercise Notice prior to the Expansion Right Expiration Date shall be deemed an election
by Tenant not to exercise Tenant’s Expansion Right, in which case Tenant shall be deemed to have forever waived all of its
rights under this Section 39(a) and the provisions of this Section 39(a) shall no longer apply. Notwithstanding anything
to the contrary contained herein, the Expansion Right Expiration Date shall be extended 1 day for each day after the Target RI
Completion Date that the Remaining Improvements are not Substantially Completed.


 


(b)          Additional
Expansion Right. Tenant shall have the right during the first 51 months of the Term, but not the obligation, to expand the
Premises (the “Additional Expansion Right”) to include any Available Space in Project upon the terms and conditions
in this Section. For purposes of this Section 39(b), “Available Space” shall mean any space in the Project
(including the Expansion Space) which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring
within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy
of such space. If there is any Available Space in the Project, Landlord shall, at such time as Landlord shall elect so long as
Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of
such Available Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space.
Tenant shall be entitled to exercise its right under this Section 39(b) only with respect to the entire portion of the Available
Space identified in the Expansion Notice (“Identified Space”). Landlord agrees that it will not offer any new
tenant rights superior to the rights granted to Tenant pursuant to this Section 39(b); provided, however, that Landlord
shall not be precluded from providing any new tenants with extension rights superior to Tenant’s rights pursuant to this
Section 39(b). Tenant shall have 10 business days following delivery of the Expansion Notice to deliver to Landlord written
notification of Tenant’s exercise of the Additional Expansion Right (“AE Expansion Notice”) with respect
to the Identified Space. Provided that no right to expand is exercised by any tenant with superior rights, Tenant shall be entitled
to lease the Identified Space upon the terms and conditions set forth in the Expansion Notice. Notwithstanding anything to the
contrary contained herein, Tenant acknowledges and agrees that if Tenant exercises its Additional Expansion Right with respect
to any Identified Space, the Base Term of this Lease with respect to the Identified Space, the original Premises and any other
Available Space lease by Tenant shall be extended for a period of 4 years from the date that Landlord delivers the Identified Space
to Tenant. Tenant’s failure to deliver an AE Expansion Notice to Landlord as required pursuant to this Section 39(b)
shall be deemed to be an election by Tenant not to exercise Tenant’s Additional Expansion Right with respect to the Identified
Space subject to the Expansion Notice, in which case Tenant shall have no further rights under this Section 39(b) with respect
to such Identified Space, and Landlord shall have the right to lease the Identified Space to any third party on any terms and conditions
acceptable to Landlord.


 




    	 		



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(c)          Amended
Lease. If: (i) Tenant fails to deliver an Expansion Exercise Notice on or before the Expansion Right Expiration Date or timely
deliver an AE Expansion Notice, as applicable, or (ii) following Tenant’s delivery to Landlord of an Expansion Exercise Notice
or AE Expansion Notice, as applicable, no lease amendment or lease agreement for the Expansion Space or Available Space, as applicable,
has been executed after the expiration of a period of 10 days from Landlord’s delivery to Tenant of a draft lease amendment
or lease agreement for the Expansion Space or Available Space, as applicable, Tenant shall be deemed to have forever waived its
right to lease the Expansion Space or the Available Space, as applicable.


 


(d)          Exceptions.
Notwithstanding the above, the Expansion Right and the Additional Expansion Right, at Landlord’s option, shall not be in
effect and may not be exercised by Tenant:


 


(i)          during
any period of time that Tenant is in Default under any provision of the Lease; or


 


(ii)         if
Tenant has been in Default under any provision of the Lease 3 or more times, whether or not the Defaults are cured, during the
12 month period prior to the date on which Tenant seeks to exercise the Expansion Right or the Additional Expansion Right.


 


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


 


(f)          Rights
Personal. The Expansion Right and the Additional Expansion Right are personal to Tenant and are not assignable without Landlord’s
consent, which may be granted or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to
an assignment of Tenant’s interest in the Lease, except that they may be assigned in connection with any Permitted
Assignment of this Lease.


 


(g)          No
Extensions. The period of time within which the Expansion Right or the Additional Expansion Right may be exercised shall not
be extended or enlarged by reason of Tenant’s inability to exercise the Expansion Right or the Additional Expansion Right,
as applicable.


 


40.         Right
to Extend Term. Tenant shall have the right to extend the Term of the Lease upon the following terms and conditions:


 




    	 		



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(a)          Extension
Rights. Tenant shall have 1 right (an “Extension Right”) to extend the term of this Lease for 5 years (an
“Extension Term”) on the same terms and conditions as this Lease (other than with respect to Base Rent and
the Work Letter) by giving Landlord written notice of its election to exercise the Extension Right at least 9 months prior to the
expiration of the Base Term of the Lease.


 


Notwithstanding anything
to the contrary contained herein, if Tenant does not (i) elect to exercise its Extension Right, or (ii) enter into a new lease
for alternate space with Landlord or an entity controlled by Alexandria Real Estate Equities, Inc. (“Affiliate”),
on or before the expiration of the Base Term of the Lease, which new lease shall be on terms and conditions acceptable to both
Tenant and Landlord or Landlord’s Affiliate, as applicable, each in their sole and absolute discretion and without any obligation
to do so, and be for a premises containing no less than the rentable square footage of the Premises as of the expiration of the
Base Term in Seattle, Washington, then, on or before the expiration of the Base Term, Tenant shall pay Landlord an amount equal
to (x) the unamortized portion of the Tenant Improvements (but not the Expansion Space TI Allowance)(which amount shall be fully
amortized over a period of 10 years at an interest rate of 8%), and (y) any part of the retail sales tax so deferred pursuant to
Section 44 required to be repaid, together with any interest, penalties, or other charges that are or become due in connection
therewith.


 


Upon the commencement of
any Extension Term, Base Rent shall be payable at the Market Rate (as defined below). Base Rent shall thereafter be adjusted on
each annual anniversary of the commencement of such Extension Term by the Rent Adjustment Percentage. As used herein, “Market
Rate” shall mean the then market rental rate as determined by Landlord and agreed to by Tenant, which shall in no event
be less than the Base Rent payable as of the date immediately preceding the commencement of such Extension Term increased by the
Rent Adjustment Percentage multiplied by such Base Rent. In addition, Landlord may impose a market rent for the parking rights
provided hereunder.


 


If, on or before the date
which is 180 days prior to the expiration of the Base Term of this Lease, Tenant has not agreed with Landlord’s determination
of the Market Rate and the rent escalations during the Extension Term after negotiating in good faith, Tenant shall be deemed to
have elected arbitration as described in Section 40(b). Tenant acknowledges and agrees that, if Tenant has elected to exercise
the Extension Right by delivering notice to Landlord as required in this Section 40(a), Tenant shall have no right thereafter
to rescind or elect not to extend the term of the Lease for the Extension Term.


 


(b)          Arbitration.


 


(i)          Within
10 days of Tenant’s notice to Landlord of its election (or deemed election) to arbitrate Market Rate, each party shall deliver
to the other a proposal containing the Market Rate that the submitting party believes to be correct (“Extension Proposal”).
If either party fails to timely submit an Extension Proposal, the other party’s submitted proposal shall determine the Base
Rent for the Extension Term. If both parties submit Extension Proposals, then Landlord and Tenant shall meet within 7 days after
delivery of the last Extension Proposal and make a good faith attempt to mutually appoint a single Arbitrator (and defined below)
to determine the Market Rate. If Landlord and Tenant are unable to agree upon a single Arbitrator, then each shall, by written
notice delivered to the other within 10 days after the meeting, select an Arbitrator. If either party fails to timely give notice
of its selection for an Arbitrator, the other party’s submitted proposal shall determine the Base Rent for the Extension
Term. The 2 Arbitrators so appointed shall, within 5 business days after their appointment, appoint a third Arbitrator. If the
2 Arbitrators so selected cannot agree on the selection of the third Arbitrator within the time above specified, then either party,
on behalf of both parties, may request such appointment of such third Arbitrator by application to any state court of general jurisdiction
in the jurisdiction in which the Premises are located, upon 10 days prior written notice to the other party of such intent.


 




    	 		



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


 


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


 


(c)          Rights
Personal. Extension Rights are personal to Tenant and are not assignable without Landlord’s consent, which may be granted
or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to an assignment of Tenant’s
interest in the Lease, except that they may be assigned in connection with any Permitted Assignment of this Lease.


 


(d)          Exceptions.
Notwithstanding anything set forth above to the contrary, at Landlord’s option, Extension Rights shall not be in effect and
Tenant may not exercise any of the Extension Rights:


 


(i)          during
any period of time that Tenant is in Default under any provision of this Lease; or


 


(ii)         if
Tenant has been in Default under any provision of this Lease 3 or more times, whether or not the Defaults are cured, during the
12 month period immediately prior to the date that Tenant intends to exercise an Extension Right, whether or not the Defaults are
cured.


 


(e)          No
Extensions. The period of time within which any Extension Rights may be exercised shall not be extended or enlarged by reason
of Tenant’s inability to exercise the Extension Rights.


 


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


 


41.         Intentionally
Omitted.


 


42.         Asbestos.


 


(a)          Notification
of Asbestos. Landlord hereby notifies Tenant of the presence of asbestos-containing materials (“ACMs”) and/or
presumed asbestos-containing materials (“PACMs”) within or about the Premises in the location identified in
Exhibit H.


 




    	 		



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(b)          Tenant
Acknowledgement. Tenant hereby acknowledges receipt of the notification in paragraph (a) of this Section 42 and understands
that the purpose of such notification is to make Tenant and any agents, employees, and contractors of Tenant, aware of the presence
of ACMs and/or PACMs within or about the Building in order to avoid or minimize any damage to or disturbance of such ACMs and/or
PACMs.


 


	 	/s/ RO	 
	 	Tenant’s Initials	 


 


(c)          Acknowledgement
from Contractors/Employees. Tenant shall give Landlord at least 14 days’ prior written notice before conducting, authorizing
or permitting any of the activities listed below within or about the Premises, and before soliciting bids from any person to perform
such services. Such notice shall identify or describe the proposed scope, location, date and time of such activities and the name,
address and telephone number of each person who may be conducting such activities. Thereafter, Tenant shall grant Landlord reasonable
access to the Premises to determine whether any ACMs or PACMs will be disturbed in connection with such activities. Tenant shall
not solicit bids from any person for the performance of such activities without Landlord’s prior written approval. Upon Landlord’s
request, Tenant shall deliver to Landlord a copy of a signed acknowledgement from any contractor, agent, or employee of Tenant
acknowledging receipt of information describing the presence of ACMs and/or PACMs within or about the Premises in the locations
identified in Exhibit H prior to the commencement of such activities. Nothing in this Section 42 shall be deemed
to expand Tenant’s rights under the Lease or otherwise to conduct, authorize or permit any such activities.


 


(i)          Removal
of thermal system insulation (“TSI”) and surfacing ACMs and PACMs (i.e., sprayed-on or troweled-on material,
e.g., textured ceiling paint or fireproofing material);


 


(ii)         Removal
of ACMs or PACMs that are not TSI or surfacing ACMs or PACMs; or


 


(iii)        Repair
and maintenance of operations that are likely to disturb ACMs or PACMs.


 


(d)          Indemnity
Obligations for ACMs and PACMs. Notwithstanding anything to the contrary contained in this Lease (including, without limitation,
Sections 16 and 30), Landlord agrees to indemnify, defend and hold Tenant and any Tenant Parties claiming by, through
or under Tenant harmless from and against any and all Claims for injury or death to persons resulting from the presence of the
ACMs and PACMs shown on Exhibit H, except to the extent caused by (i) the gross negligence or intentional misconduct of
Tenant, or (ii) the breach of this Lease by Tenant or any Tenant Parties including, without limitation, the failure of Tenant or
any Tenant Parties to comply with Section 42(c) of this Lease.


 


43.         Roof
Equipment. Subject to the provisions of this Lease, Tenant may, at its sole cost, install, maintain, and from time to time
replace a satellite dish and/or antenna, security cameras and other equipment consistent with the Permitted Use of the Premises
(e.g., supplemental HVAC) on the roof of the Building (collectively, “Roof Equipment”), at no additional rental
expense to Tenant (other than reimbursing Landlord for any costs incurred by Landlord in connection with the exercise by Tenant
of any rights granted to Tenant under this Section 43); provided, however, that (i) Tenant shall obtain Landlord’s
prior written approval of the proposed size, weight and location of the Roof Equipment and method for fastening the same to the
roof, (ii) Tenant shall, at its sole cost, comply with reasonable requirements imposed by Landlord and all Legal Requirements and
the conditions of any bond or warranty maintained by Landlord on the roof, (iii) Tenant shall be responsible for paying for any
structural upgrades that may be required by Landlord in connection with the Roof Equipment, and (iv) Tenant shall remove, at its
expense, at the expiration or earlier termination of this Lease, any Roof Equipment which Landlord requires to be removed. Landlord
shall have the right supervise any roof penetration. Tenant shall repair any damage to the Building caused by Tenant’s installation,
maintenance, replacement, use or removal of the Roof Equipment. The Roof Equipment shall remain the property of Tenant. Tenant
shall remove the Roof Equipment at its cost upon expiration or termination of the Lease or sooner, at the request of Landlord,
if any of the same unreasonably interferes, as determined by Landlord, with the operation of any other tenant’s use of the
Project. Landlord shall give Tenant written notice and 30 days to cure such interference before requiring Tenant to remove any
Roof Equipment; provided, however, that if such interference causes Landlord to be in default under any other lease, Landlord may
shorten the cure period as necessary to avoid being in default under such other lease. Tenant shall install, use, maintain and
repair the Roof Equipment, and use the access areas, so as not to damage or interfere with the operation of the Building or with
the occupancy or activities of any other tenant of the Building. Tenant shall protect, defend, indemnify and hold harmless Landlord
from and against claims, damages, liabilities, costs and expenses of every kind and nature, including attorneys’ fees, incurred
by or asserted against Landlord arising out of Tenant’s installation, maintenance, replacement, use or removal of the Roof
Equipment. Tenant’s right to use the roof as contemplated in this Section 43 is not exclusive and Tenant may not install
any Roof Equipment on the roof which is not directly and solely related to Tenant’s operations at the Premises. Tenant shall
not have any right to place Roof Equipment on more than Tenant’s pro rata share of the space the roof available to tenants
of the Project for the installation of Roof Equipment.


 




    	 		



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44.         Sales
Tax Deferral/Exemption.


 


(a)          Retail
sales tax otherwise applicable to portions of construction of the Tenant Improvements may be eligible for deferral pursuant to
RCW 82.63 (the “Sales Tax Deferral”) as a result of Tenant's intended use of the Premises. Promptly following
the execution of this Lease, Tenant shall prepare and process applications with the Washington State Department of Revenue for
a deferral of state and local sales and use taxes with respect to the construction of the Tenant Improvements. Landlord shall,
at no cost or expense to Landlord, cooperate with Tenant's preparation and processing of such applications. Tenant shall notify
Landlord in writing once the Sales Tax Deferral has been granted by the Department of Revenue. If the retail sales tax for any
of the Tenant Improvements requested by Tenant is deferred, and if, for any reason, any part of the retail sales tax so deferred
is subsequently required to be repaid, Tenant shall promptly pay the same, together with any interest, penalties, or other charges
that are or become due in connection therewith, and Tenant shall indemnify and hold Landlord harmless from any and all costs, expenses,
losses, damages, liability and claims arising out of or related to any retail sales tax deferral for the Tenant Improvements. Tenant
acknowledges and agrees that Landlord shall have no liability in the event that any design, construction, construction management
services and/or any other activities performed by Landlord prior to the date hereof preclude or limit Tenant’s ability to
obtain the Sales Tax Deferral. Landlord hereby agrees that, to the extent Landlord realizes cost savings because of the tax deferral,
Landlord shall pass the economic benefit to Tenant in the form of an additional tenant improvement allowance. Any delay in the
design or construction of the Tenant Improvements arising from or in connection with any Sales Tax Deferral shall constitute a
Tenant Delay.


 


(b)          Tenant
shall on an annual basis report to Landlord the nature of Tenant’s use of the Premises and the extent to which such use does
not qualify for the Sales Tax Deferral and complete the annual survey required by RCW 82.63.020. Tenant shall, after consultation
with Landlord, be responsible for reporting any non-qualifying use to the State of Washington Department of Revenue and paying
any tax (plus any interest or penalties) resulting from the non-qualifying use and shall deliver copies of the same to Landlord
concurrently with its delivery of the same to the State of Washington Department of Revenue. Tenant acknowledges and agrees that,
as between Landlord and Tenant, Tenant shall be solely responsible for paying for any tax resulting from any non-qualifying use.


 




    	 		



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(c)          Landlord
will, at no cost or expense to Landlord, reasonably cooperate with and assist Tenant in any challenges or audits to the Sales Tax
Deferral benefit. In any contest regarding the Sales Tax Deferral benefit, Tenant shall be the main contact with the Department
of Revenue; provided, however, that Tenant shall promptly provide Landlord with copies of any correspondence between Tenant and
the Department of Revenue and Landlord shall have the right to be present at any and all meetings or proceedings relating to any
such contest. Landlord and Tenant shall promptly notify each other of any such challenges or audits that they become aware of and
will promptly forward to one another any correspondence regarding any such challenge or audit. Tenant shall have the right to contest
or review any proceedings regarding the Sales Tax Deferral benefit, which may be instituted either during or after the Term of
this Lease. Landlord will on a timely basis execute all reasonably necessary instruments submitted by Tenant to Landlord for execution
in connection with any such protest, appeal or other proceedings, provided, however, that the same are reasonably acceptable to
Landlord. If any proceeding may only be instituted and maintained by Landlord, then Landlord shall do so at Tenant’s cost
and expense upon the request of Tenant. Landlord shall not settle any appeal or other proceeding with respect to such Sales Tax
Deferral without obtaining Tenant’s prior written approval in each instance (not to be unreasonably withheld, conditioned
or delayed). Landlord shall not abandon any appeal without first offering to Tenant the right to prosecute such appeal at Tenant’s
expense, which election Tenant shall make by written notice to Landlord within 15 days after notice by Landlord of its intent to
so abandon its appeal. Tenant shall be entitled to any resulting refund obtained by reason of any such proceeding or otherwise,
whether obtained during or after the expiration of the Term and whether obtained by Landlord or Tenant. Tenant shall indemnify
and hold Landlord harmless from any and all costs, expenses, losses, damages, liability and claims arising out of or related to
Landlord’s compliance with the provisions of this Section 44(c), including, without limitation, as a result of the
execution of any instruments provided to Landlord by Tenant for execution.


 


45.         Miscellaneous.


 


(a)          Notices.
All notices or other communications between the parties shall be in writing and shall be deemed duly given upon delivery or refusal
to accept delivery by the addressee thereof if delivered in person, or upon actual receipt if delivered by reputable overnight
guaranty courier, addressed and sent to the parties at their addresses set forth above. Landlord and Tenant may from time to time
by written notice to the other designate another address for receipt of future notices.


 


(b)          Joint
and Several Liability. If and when included within the term “Tenant,” as used in this instrument, there
is more than one person or entity, each shall be jointly and severally liable for the obligations of Tenant.


 


(c)          Financial
Information. Tenant shall furnish Landlord with true and complete copies of (i) Tenant’s most recent audited annual financial
statements within 120 days of the end of each of Tenant’s fiscal years during the Term, (ii) Tenant’s most recent unaudited
quarterly financial statements within 60 days of the end of each of Tenant’s first three fiscal quarters of each of Tenant’s
fiscal years during the Term, (iii) at Landlord’s request from time to time, but not more frequently than once each year,
updated business plans, including cash flow projections and/or pro forma balance sheets and income statements, all of which shall
be treated by Landlord as confidential information belonging to Tenant, (iv) corporate brochures and/or profiles prepared by Tenant
for prospective investors, and (v) any other financial information or summaries that Tenant typically provides to its lenders or
shareholders. So long as Tenant is a “public company” and its financial information is publicly available, then the
foregoing delivery requirements of this Section 44(c) shall not apply.


 


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


 


(e)          
Interpretation. The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Lease or any exhibits or amendments hereto. Words of any gender used
in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include
the plural, unless the context otherwise requires. The captions inserted in this Lease are for convenience only and in no way define,
limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation
of this Lease.


 




    	 		



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(f)          Not
Binding Until Executed. The submission by Landlord to Tenant of this Lease shall have no binding force or effect, shall not
constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution
of this Lease by both parties.


 


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


 


(h)          Choice
of Law. Construction and interpretation of this Lease shall be governed by the internal laws of the state in which the Premises
are located, excluding any principles of conflicts of laws.


 


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


 


(j)          OFAC.
Both Landlord and Tenant are currently (a) in compliance with and shall at all times during the Term of this Lease remain in compliance
with the regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury and
any statute, executive order, or regulation relating thereto (collectively, the “OFAC Rules”), (b) not listed
on, and shall not during the term of this Lease be listed on, the Specially Designated Nationals and Blocked Persons List maintained
by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute,
executive order, or regulation, and (c) not a person or entity with whom a U.S. person is prohibited from conducting business under
the OFAC Rules.


 


(k)          Incorporation
by Reference. All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. If there
is any conflict between such exhibits or addenda and the terms of this Lease, such exhibits or addenda shall control.


 


(l)          Entire
Agreement. This Lease, including the exhibits attached hereto, constitutes the entire agreement between Landlord and Tenant
pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, letters of intent,
negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements,
express or implied, made to either party by the other party in connection with the subject matter hereof except as specifically
set forth herein.


 


(m)          No
Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of Base
Rent or any Additional Rent will be other than on account of the earliest stipulated Base Rent and Additional Rent, nor will any
endorsement or statement on any check or letter accompanying a check for payment of any Base Rent or Additional Rent be an accord
and satisfaction. Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance
of such Rent or to pursue any other remedy provided in this Lease.


 


(n)          Hazardous
Activities. Notwithstanding any other provision of this Lease, Landlord, for itself and its employees, agents and contractors,
reserves the right to refuse to perform any repairs or services in any portion of the Premises which, pursuant to Tenant’s
routine safety guidelines, practices or custom or prudent industry practices, require any form of protective clothing or equipment
other than safety glasses. In any such case, Tenant shall contract with parties who are acceptable to Landlord, in Landlord’s
reasonable discretion, for all such repairs and services, and Landlord shall, to the extent required, equitably adjust Tenant’s
Share of Operating Expenses in respect of such repairs or services to reflect that Landlord is not providing such repairs or services
to Tenant.


 




    	 		



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(o)          Landlord
Lien Waiver. If Tenant shall lease or finance the acquisition of any specifically enumerated equipment/personal property not
paid for in whole or in part by Landlord which Tenant is permitted under this Lease to remove at the expiration or earlier termination
of this Lease, Landlord shall, upon written request from Tenant, enter into an agreement, utilizing Landlord’s standard form
of lien waiver or another form acceptable to Landlord in its sole discretion, with Tenant and Tenant’s lender which agreement
shall, among other things, govern the parties’ rights with respect to such specifically enumerated equipment/personal property.


 


[Signatures are on the
next page]


 




    	 		



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


  





	 	TENANT:
	 	 
	 	PHASERX INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Robert W. Overell
	 	Its:	President & CEO
	 	 	 
	 	LANDLORD:
	 	 	 
	 	ARE-SEATTLE NO. 10, LLC,
	 	a Delaware limited liability company







 


	 	By:	 	ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
	 	 	 	a Delaware limited partnership,
	 	 	 	managing member
	 	 	 	 	 
	 	 	 	By:	ARE-QRS
    CORP.,
	 	 	 	 	a Maryland corporation,
	 	 	 	 	general partner
	 	 	 	 	 	 
	 	 	 	 	By:	/s/ Eric S. Johnson
	 	 	 	 	Its:	Eric
    S. Johnson, Vice President Real  Estate Legal Affairs





 




    	 		



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[TENANT NOTARIAL ACKNOWLEDGMENT]


 


	STATE OF     WA    	)
	 	) ss.
	COUNTY OF   King   	)


 


On Feb 5, 2010 before
me, Jenny Lee Zierman (here insert name and title of the officer), personally appeared Robert W. Overell, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.


 


WITNESS my hand and official seal.


 


	Signature	/s/ Jenny Lee Zierman	       (Seal)


 


[LANDLORD NOTARIAL ACKNOWLEDGMENT]


 


	STATE OF California	)
	 	) ss.
	COUNTY OF Los Angeles	)


 


On February 9, 2010 before me, Charles
L. Murphy (Notary Public here insert name and title of the officer), personally appeared Eric S Johnson, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.


 


WITNESS my hand and official seal.


 


	Signature	/s/ Charles L. Murphy	     (Seal)


 




    	 		



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EXHIBIT A TO LEASE


 


DESCRIPTION OF PREMISES


 





 




    	 		



    		410 W. Harrison/PhaseRx - Page 1



    

 


EXHIBIT B TO LEASE


 


DESCRIPTION OF PROJECT


 


LOTS 3 THROUGH 6 INCLUSIVE, BLOCK 5, D.T. DENNY’S WATERFRONT
ADDITION TO THE CITY OF SEATTLE, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE 61, RECORDS OF KING COUNTY, WASHINGTON.


 




    	 		



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EXHIBIT C TO LEASE


 


WORK LETTER


 


THIS WORK LETTER dated
February 9, 2010 (this "Work Letter") is made and entered into by and between ARE-SEATTLE NO. 10, LLC,
a Delaware limited liability company ("Landlord"), and PHASERX INC., a Delaware corporation ("Tenant"),
and is attached to and made a part of the Lease Agreement dated February 9, 2010 (the "Lease"), by and
between Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them in
the Lease.


 


1.           General
Requirements.


 


(a)          Tenant's
Authorized Representative. Tenant designates Dr. Robert Overall ("Tenant's Representative") as the only person
authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request,
approval, inquiry or other communication ("Communication") from or on behalf of Tenant in connection with this
Work Letter unless such Communication is in writing from Tenant's Representative. Tenant may change or include additional persons
as Tenant's Representative at any time upon not less than 5 business days advance written notice to Landlord. Neither Tenant nor
Tenant's Representative shall be authorized to direct Landlord's contractors in the performance of Landlord's Work (as hereinafter
defined).


 


(b)          Landlord's
Authorized Representative. Landlord designates Tim McBride ("Landlord's Representative") as the only person
authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request,
approval, inquiry or other Communication from or on behalf of Landlord in connection with this Work Letter unless such Communication
is in writing from Landlord's Representative. Landlord may change Landlord's Representative at any time upon not less than 5 business
days advance written notice to Tenant. Landlord's Representative shall be the sole persons authorized to direct Landlord's contractors
in the performance of Landlord's Work.


 


(c)          Architects,
Consultants and Contractors. Landlord and Tenant hereby acknowledge and agree that: (i) BN Builders, Lease Crutcher Lewis and
Sellen have been approved by both Landlord and Tenant as potential general contractors for the Tenant Improvements (“Pre-Approved
Contractors”) and that the general contractor for the Tenant Improvements shall be selected from among such Pre-Approved
Contractors through a competitive bidding process, (ii) any subcontractors for the Tenant Improvements shall be selected by Landlord,
subject to Tenant's approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) Stock & Associates
shall be the architect (the "TI Architect") for the Tenant Improvements.


 


2.           Tenant
Improvements.


 


(a)          Tenant
Improvements Defined. As used herein, "Tenant Improvements" shall mean all improvements to the Project of
a fixed and permanent nature as shown on the TI Construction Drawings, as defined in Section 2(c) below.  The Tenant
Improvements shall be Substantially Completed in 2 phases, with the Remaining Improvements (as defined in Section 2 of the
Lease) being Substantially Completed pursuant to Section 2 of the Lease after the Substantial Completion of the initial
Tenant Improvements.  Other than Landlord's Work (as defined in Section 3(a) below, Landlord shall not have any obligation
whatsoever with respect to the finishing of the Premises for Tenant's use and occupancy


 


(b)          Tenant's
Space Plans. Landlord and Tenant acknowledge and agree that the plan prepared by the TI Architect attached hereto as Exhibit
K (the “Space Plan”) has been approved by both Landlord and Tenant.


 




    	 		



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(c)          Working
Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans,
specifications and drawings for the Tenant Improvements ("TI Construction Drawings"), which TI Construction Drawings
shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI
Construction Drawings reflect Tenant's requirements for the Tenant Improvements. Tenant shall deliver its written comments on the
TI Construction Drawings to Landlord not later than 10 business days after Tenant's receipt of the same; provided, however, that
Tenant may not disapprove any matter that is consistent with the Space Plan without submitting a Change Request. Landlord and the
TI Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how
Landlord proposes to respond to such comments, but Tenant's review rights pursuant to the foregoing sentence shall not delay the
design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in
accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is consistent with
the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request.
Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction
Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b)
below).


 


(d)          Approval
and Completion. Upon any dispute regarding the design of the Tenant Improvements, which is not settled within 10 business days
after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of
the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise
between Landlord's and Tenant's positions with respect to such dispute, (ii) that all costs and expenses resulting from any such
decision by Tenant shall be payable out of the TI Fund (as defined in Section 5(d) below), and (iii) Tenant's decision will
not materially affect the base Building, structural components of the Building or any Building systems. Any changes to the TI Construction
Drawings following Landlord's and Tenant's approval of same requested by Tenant shall be processed as provided in Section 4
hereof.


 


3.           Performance
of Landlord's Work.


 


(a)          Definition
of Landlord's Work. As used herein, "Landlord's Work" shall mean the work of constructing the Tenant Improvements.


 


(b)          Commencement
and Permitting. Landlord shall commence construction of the Tenant Improvements upon obtaining a building permit (the "TI
Permit") authorizing the construction of the Tenant Improvements consistent with the TI Construction Drawings approved
by Tenant. The cost of obtaining the TI Permit shall be payable from the TI Fund. Tenant shall assist Landlord in obtaining the
TI Permit. If any Governmental Authority having jurisdiction over the construction of Landlord's Work or any portion thereof shall
impose terms or conditions upon the construction thereof that: (i) are inconsistent with Landlord's obligations hereunder, (ii)
increase the cost of constructing Landlord's Work, or (iii) will materially delay the construction of Landlord's Work, Landlord
and Tenant shall reasonably and in good faith seek means by which to mitigate or eliminate any such adverse terms and conditions.


 


(c)          Completion
of Landlord's Work. On or before the Target Commencement Date (subject to Tenant Delays and Force Majeure delays), Landlord
shall substantially complete or cause to be substantially completed Landlord's Work (other than the Remaining Improvements) in
a good and workmanlike manner, in accordance with the TI Permit subject, in each case, to Minor Variations and normal "punch
list" items of a non-material nature that do not interfere with the use of the Premises for the Permitted Use ("Substantial
Completion" or "Substantially Complete"). The Remaining Improvements will be Substantially Completed
as provided for in Section 2 of the Lease. Tenant shall notify Landlord in writing of any punch-list items within 10 days
after the Substantial Completion of the Tenant Improvements and Landlord shall cause all such punch-list items to be completed
within 30 days of Landlord’s receipt of Tenant’s written notice. Upon Substantial Completion of Landlord's Work, Landlord
shall require the TI Architect and the general contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate
of Substantial Completion in the form of the American Institute of Architects ("AIA") document G704. For purposes
of this Work Letter, "Minor Variations" shall mean any modifications reasonably required: (i) to comply with all
applicable Legal Requirements and/or to obtain or to comply with any required permit (including the TI Permit); (ii) to comply
with any request by Tenant for modifications to Landlord's Work; (iii) to comport with good design, engineering, and construction
practices that are not material; or (iv) to make reasonable adjustments for field deviations or conditions encountered during the
construction of Landlord's Work.


 




    	 		



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(d)          Selection
of Materials. Where more than one type of material or structure is indicated on the TI Construction Drawings approved by Landlord
and Tenant, the option will be selected at Landlord's reasonable discretion. As to all building materials and equipment that Landlord
is obligated to supply under this Work Letter, Landlord shall select the manufacturer thereof in its reasonable discretion. Notwithstanding
the foregoing, it shall be considered unreasonable to make a selection pursuant to this paragraph (i) that would not be suitable,
in Landlord’s reasonable discretion, for the Permitted Use, (ii) of materials and equipment that are not reasonably anticipated
to be in operational condition when used for the Permitted Use for the entire Term of the Lease (as may be extended pursuant to
Section 39(b) and Section 40 of the Lease), or (c) that would materially increase the cost to construct the Tenant
Improvements above the cost of alternative materials, structures or equipment of which Landlord was aware and which would have
otherwise been acceptable to Tenant, in its reasonable discretion.


 


Tenant shall have the right,
in Tenant’s reasonable discretion, within 10 days after request from Landlord to approve the condition and manufacturer of
any autoclave or cage wash equipment being installed in the Premises as part of the Tenant Improvements. If Tenant has not approved
or disapproved of such autoclave or cage wash equipment within such 10 day period, Tenant shall be deemed to have approved such
items.


 


(e)          Delivery
of the Premises. When Landlord's Work is Substantially Complete, subject to the remaining terms and provisions of this Section
3(e), Tenant shall accept the Premises on the date that Landlord Delivers the Premises to Tenant. Tenant's taking possession
and acceptance of the Premises shall not constitute a waiver of: (i) any warranty with respect to workmanship (including installation
of equipment) or material (exclusive of equipment provided directly by manufacturers), (ii) any non-compliance of Landlord's Work
with applicable Legal Requirements, or (iii) any claim that Landlord's Work was not completed substantially in accordance with
the TI Construction Drawings (subject to Minor Variations and such other changes as are permitted hereunder) (collectively, a "Construction
Defect"). Tenant shall have one year after Substantial Completion within which to notify Landlord of any such Construction
Defect discovered by Tenant, and Landlord shall use reasonable efforts to remedy or cause the responsible contractor to remedy
any such Construction Defect within 30 days thereafter. Notwithstanding the foregoing, Landlord shall not be in default under the
Lease if the applicable contractor, despite Landlord's reasonable efforts, fails to remedy such Construction Defect within such
30-day period, in which case Landlord shall have no further obligation with respect to such Construction Defect other than to cooperate,
at no cost to Landlord, with Tenant should Tenant elect to pursue a claim against such contractor.


 


Tenant shall be entitled to receive the benefit
of all construction warranties and manufacturer's equipment warranties relating to equipment installed in the Premises. If requested
by Tenant, Landlord shall attempt to obtain extended warranties from manufacturers and suppliers of such equipment, but the cost
of any such extended warranties shall be borne solely out of the TI Fund. Landlord shall promptly undertake and complete, or cause
to be completed, all punch list items as provided for in Section 3(c).


 


(f)          Commencement
Date Delay. Except as otherwise provided in the Lease, Delivery of the Premises shall occur when Landlord's Work has been Substantially
Completed, except to the extent that completion of Landlord's Work shall have been actually delayed by any one or more of the following
causes ("Tenant Delay"):


 




    	 		



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(i)          Tenant's
Representative was not available to give or receive any Communication or to take any other action required to be taken by Tenant
hereunder, during normal business hours, within the time periods provided for in this Work Letter or, if no such time period is
provided for in this Work Letter, within 2 business days;


 


(ii)         Tenant's
request for Change Requests (as defined in Section 4(a) below) whether or not any such Change Requests are actually performed;


 


(iii)        Construction
of any Change Requests; provided, however, upon written request from Tenant, Landlord shall notify Tenant regarding the length
of the anticipated Tenant Delay and Tenant shall have the right to withdraw or modify its request to reduce or eliminate any Tenant
Delay;


 


(iv)        Tenant's
request for materials, finishes or installations requiring unusually long lead times; provided, however, upon written request from
Tenant, Landlord shall notify Tenant regarding the length of the anticipated Tenant Delay and Tenant shall have the right to withdraw
or modify its request to reduce or eliminate any Tenant Delay;


 


(v)         Tenant's
delay in reviewing, revising or approving plans and specifications beyond the periods set forth herein;


 


(vi)        Tenant's
delay in providing information critical to the normal progression of the Project. Tenant shall provide such information as soon
as reasonably possible, but in no event longer than one week after receipt of any request for such information from Landlord;


 


(vii)       Tenant's
delay in making payments to Landlord for Excess TI Costs (as defined in Section 5(d) below); or


 


(viii)      Any
other act or omission by Tenant or any Tenant Party (as defined in the Lease), or persons employed by any of such persons.


 


If Delivery is delayed for any of the foregoing
reasons, then Landlord shall cause the TI Architect to certify the date on which the Tenant Improvements would have been completed
but for such Tenant Delay and such certified date shall be the date of Delivery.


 


4.           Changes.
Any changes requested by Tenant to the Tenant Improvements after the delivery and approval by Landlord of the Space Plan shall
be requested and instituted in accordance with the provisions of this Section 4 and shall be subject to the written approval
of Landlord and the TI Architect, such approval not to be unreasonably withheld, conditioned or delayed.


 


(a)          Tenant's
Request For Changes. If Tenant shall request changes to the Tenant Improvements ("Changes"), Tenant shall
request such Changes by notifying Landlord in writing in substantially the same form as the AIA standard change order form (a "Change
Request"), which Change Request shall detail the nature and extent of any such Change. Such Change Request must be signed
by Tenant's Representative. Landlord shall, before proceeding with any Change, use commercially reasonable efforts to respond to
Tenant as soon as is reasonably possible with an estimate of: (i) the time it will take, and (ii) the architectural and engineering
fees and costs that will be incurred, to analyze such Change Request (which costs shall be paid from the TI Fund to the extent
actually incurred, whether or not such change is implemented). Landlord shall thereafter submit to Tenant in writing, within 5
business days of receipt of the Change Request (or such longer period of time as is reasonably required depending on the extent
of the Change Request), an analysis of the additional cost or savings involved, including, without limitation, architectural and
engineering costs and the period of time, if any, that the Change will extend the date on which Landlord's Work will be Substantially
Complete. Any such delay in the completion of Landlord's Work caused by a Change, including any suspension of Landlord's Work while
any such Change is being evaluated and/or designed, shall be Tenant Delay.


 




    	 		



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(b)          Implementation
of Changes. If Tenant: (i) approves in writing the cost or savings and the estimated extension in the time for completion of
Landlord's Work, if any, and (ii) deposits with Landlord any Excess TI Costs required in connection with such Change, Landlord
shall cause the approved Change to be instituted. Notwithstanding any approval or disapproval by Tenant of any estimate of the
delay caused by such proposed Change, the TI Architect's determination of the amount of Tenant Delay in connection with such Change
shall be final and binding on Landlord and Tenant.


 


5.           Costs.


 


(a)          Budget
For Tenant Improvements. Before the commencement of construction of the Tenant Improvements, Landlord shall obtain a detailed
breakdown by trade of the costs incurred or that will be incurred in connection with the design and construction of the Tenant
Improvements (the "Budget"); provided, however, that if the costs for Landlord’s Work set forth in the Budget
exceed the amount of the TI Allowance, Tenant may require that Landlord make reasonable modifications to the proposed Tenant Improvements.
Any such modifications required by Tenant pursuant to the immediately preceding sentence shall constitute a Change Request and
any delay in the completion of Landlord’s Work caused by such modifications shall constitute a Tenant Delay. The Budget shall
be based upon the TI Construction Drawings approved by Tenant and shall include a payment to Landlord of administrative rent ("Administrative
Rent") equal to 3% of the TI Costs for monitoring and inspecting the construction of the Tenant Improvements and Changes,
which sum shall be payable from the TI Fund (as defined in Section 5(d). Administrative Rent shall include, without limitation,
all out-of-pocket costs, expenses and fees incurred by or on behalf of Landlord arising from, out of, or in connection with monitoring
the construction of the Tenant Improvements and Changes, and shall be payable out of the TI Fund. If the Budget is greater than
the TI Allowance, Tenant shall deposit with Landlord the difference, in cash, prior to the commencement of construction of the
Tenant Improvements or Changes, for disbursement by Landlord as described in Section 5(d).


 


(b)          TI
Allowance. Landlord shall provide to Tenant a tenant improvement allowance (the "TI Allowance") of $605,000.00
in the aggregate. The TI Allowance shall be disbursed in accordance with this Work Letter.


 


Any portion of the
TI Allowance remaining unused after the Substantial Completion of the Tenant Improvements and the payment of all TI Costs (“Remaining
TI Allowance”) shall be applied to reduce the monthly Base Rent payable by Tenant over the Base Term as provided in this
paragraph. Monthly Base Rent shall be reduced by the monthly amount of principal and interest calculated by fully amortizing the
Remaining TI Allowance over a period of 10 years at an interest rate of 8%. For example, if the Remaining TI Allowance equals $105,000.00,
the monthly Base Rent payable by Tenant would be reduced by $1,274.93 per month during the Base Term of the Lease. Except as otherwise
provided in this paragraph, Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent)
of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction
Drawings approved pursuant to Section 2(d) or (ii) any Changes pursuant to Section 4.


 


(c)          Costs
Includable in TI Fund. The TI Fund shall be used solely for the payment of design, permits and construction costs in connection
with the construction of the Tenant Improvements, including, without limitation, the cost of electrical power and other utilities
used in connection with the construction of the Tenant Improvements, the cost of preparing the Space Plan and the TI Construction
Drawings, the cost of any commissioning services for the Tenant Improvements elected by Landlord to be performed, all costs set
forth in the Budget, including Landlord's Administrative Rent, costs resulting from Tenant Delays and the cost of Changes (collectively,
"TI Costs"). Notwithstanding anything to the contrary contained herein, the TI Fund shall not be used to purchase
any furniture, personal property or other non-Building system materials or equipment, including, but not limited to, Tenant's voice
or data cabling, non-ducted biological safety cabinets and other scientific equipment not incorporated into the Tenant Improvements.
Notwithstanding anything to the contrary contained herein, Landlord shall, at Landlord’s sole cost and expense (not payable
from the TI Fund or otherwise chargeable to Tenant) acquire the fume hoods located within the Premises as of the date of the Lease
from the existing tenant at the Premises.


 




    	 		



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(d)          Excess
TI Costs. Landlord shall have no obligation to bear any portion of the cost of any of the Tenant Improvements except to the
extent of the TI Allowance. If at any time the remaining TI Costs under the Budget exceed the remaining unexpended TI Allowance,
Tenant shall, within 10 days after request from Landlord (along with reasonable support therefore) deposit with Landlord, as a
condition precedent to Landlord's obligation to complete the Tenant Improvements, 100% of the then current TI Cost in excess of
the remaining TI Allowance ("Excess TI Costs"). If Tenant fails to deposit any Excess TI Costs with Landlord,
Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including, but not limited to,
the right to interest at the Default Rate and the right to assess a late charge). For purposes of any litigation instituted with
regard to such amounts, those amounts will be deemed Rent under the Lease. The TI Allowance and Excess TI Costs are herein referred
to as the "TI Fund." Funds deposited by Tenant shall be the first disbursed to pay TI Costs. Notwithstanding anything
to the contrary set forth in this Section 5(d), Tenant shall be fully and solely liable for TI Costs and the cost of Minor
Variations in excess of the TI Allowance. If upon Substantial Completion of the Tenant Improvements and the payment of all sums
due in connection therewith there remains any undisbursed portion of the TI Fund (in excess of the TI Allowance), Tenant shall
be entitled to such undisbursed TI Fund (in excess of the TI Allowance) solely to the extent of any Excess TI Costs deposit Tenant
has actually made with Landlord. Any portion of the TI Allowance remaining upon Substantial Completion of the Tenant Improvements
and the payment of all sums due in connection therewith shall be applied to reduce monthly Base Rent as provided for in Section
5(b) above.


 


6.           Tenant
Access.


 


(a)          Tenant's
Access Rights. Landlord hereby agrees to permit Tenant access, at Tenant's sole risk and expense, to the Building (i) 3 business
days prior to the Commencement Date to perform any work ("Tenant's Work") required by Tenant other than Landlord's
Work, provided that such Tenant's Work is coordinated with the TI Architect and the general contractor, and complies with the Lease
and all other reasonable restrictions and conditions Landlord may impose, and (ii) prior to the completion of Landlord's Work,
to inspect and observe work in process; all such access shall be during normal business hours or at such other times as are reasonably
designated by Landlord. Notwithstanding the foregoing, Tenant shall have no right to enter onto the Premises or the Project unless
and until Tenant shall deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating that any insurance reasonably
required by Landlord in connection with such pre-commencement access (including, but not limited to, any insurance that Landlord
may require pursuant to the Lease) is in full force and effect. Any entry by Tenant shall comply with all established safety practices
of Landlord's contractor and Landlord until completion of Landlord's Work and acceptance thereof by Tenant.


 


(b)          No
Interference. Neither Tenant nor any Tenant Party (as defined in the Lease) shall unreasonably interfere with the performance
of Landlord's Work, nor with any inspections or issuance of final approvals by applicable Governmental Authorities, and upon any
such interference, Landlord shall have the right to exclude Tenant and any Tenant Party from the Premises and the Project until
Substantial Completion of Landlord's Work.


 


(c)          No
Acceptance of Premises. The fact that Tenant may, with Landlord's consent, enter into the Project prior to the date Landlord's
Work is Substantially Complete for the purpose of performing Tenant's Work shall not be deemed an acceptance by Tenant of possession
of the Premises, but in such event Tenant shall defend with counsel reasonably acceptable by Landlord, indemnify and hold Landlord
harmless from and against any loss of or damage to Tenant's property, completed work, fixtures, equipment, materials or merchandise,
and from liability for death of, or injury to, any person, caused by the act or omission of Tenant or any Tenant Party, except
to the extent caused by the willful misconduct or gross negligence of Landlord.


 




    	 		



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7.           Miscellaneous.


 


(a)          Consents.
Whenever consent or approval of either party is required under this Work Letter, that party shall not unreasonably withhold, condition
or delay such consent or approval, unless expressly set forth herein to the contrary.


 


(b)          Modification.
No modification, waiver or amendment of this Work Letter or of any of its conditions or provisions shall be binding upon Landlord
or Tenant unless in writing signed by Landlord and Tenant.


 




    	 	



    	 

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EXHIBIT D TO LEASE


 


ACKNOWLEDGMENT OF COMMENCEMENT DATE


 


This ACKNOWLEDGMENT
OF COMMENCEMENT DATE is made this _____ day of _____________, ____________________________, between ARE-SEATTLE NO. 10,
LLC, a Delaware limited liability company (“Landlord”), and PHASERX INC., a Delaware corporation
(“Tenant”), and is attached to and made a part of the Lease dated ____________, __________ (the “Lease”),
by and between Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them
in the Lease.


 


Landlord and Tenant hereby
acknowledge and agree, for all purposes of the Lease, that the Commencement Date of the Base Term of the Lease is ____________,
_____________ , the Rent Commencement Date is ________________, __________ and the termination date of the Base Term of
the Lease shall be midnight on ______________, __________. In case of a conflict between the terms of the Lease and the terms of
this Acknowledgment of Commencement Date, this Acknowledgment of Commencement Date shall control for all purposes.


 


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


 





	 	TENANT:
	 	 
	 	PHASERX INC.,
	 	a Delaware corporation
	 	 
	 	By:	 
	 	Its:	 
	 	 
	 	LANDLORD:
	 	 
	 	ARE-SEATTLE NO. 10, LLC,
	 	a Delaware limited liability company













 


	 	By:	ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
	 	 	a Delaware limited partnership,
	 	 	managing member
	 	 	 	 	 
	 	 	By:	ARE-QRS CORP.,
	 	 	 	a Maryland corporation,
	 	 	 	general partner
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	Its:	 
	 	 	 	 	 


  




    	 	



    	Rules and Regulations


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EXHIBIT E TO LEASE


 


Rules and Regulations


 


1.          The
sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or any Tenant Party, or used by them for any
purpose other than ingress and egress to and from the Premises.


 


2.          Tenant
shall not place any objects, including antennas, outdoor furniture, etc., in the parking areas, landscaped areas or other areas
outside of its Premises, or on the roof of the Project.


 


3.          Except
for animals assisting the disabled and in connection with the Permitted Use, no animals shall be allowed in the Project.


 


4.          Tenant
shall not disturb the occupants of the Project or adjoining buildings by the use of any radio or musical instrument or by the making
of loud or improper noises.


 


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


 


6.          Tenant
shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises, except as specifically
approved in the Lease. The use of oil, gas or inflammable liquids for heating, lighting or any other purpose is expressly prohibited.
Explosives or other articles deemed extra hazardous shall not be brought into the Project. This paragraph shall not apply to those
materials expressly permitted under the Lease.


 


7.          Parking
any type of recreational vehicles is specifically prohibited on or about the Project. Except for the overnight parking of operative
vehicles, no vehicle of any type shall be stored in the parking areas at any time. In the event that a vehicle is disabled, it
shall be removed within 48 hours. There shall be no “For Sale” or other advertising signs on or about any parked vehicle.
All vehicles shall be parked in the designated parking areas in conformity with all signs and other markings. All parking will
be open parking, and no reserved parking, numbering or lettering of individual spaces will be permitted except as specified by
Landlord.


 


8.          Except
in connection with the Permitted Use, Tenant shall maintain the Premises free from rodents, insects and other pests.


 


9.          Landlord
reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the
influence of liquor or drugs or who shall in any manner do any act in violation of the Rules and Regulations of the Project.


 


10.         Tenant
shall not cause any unnecessary labor by reason of Tenant’s carelessness or indifference in the preservation of good order
and cleanliness.


 


11.         Tenant
shall give Landlord prompt notice of any defects in the water, lawn sprinkler, sewage, gas pipes, electrical lights and fixtures,
heating apparatus, or any other service equipment affecting the Premises.


 


12.         Except
as may be expressly provided for in the Lease, Tenant shall not permit storage outside the Premises, including without limitation,
outside storage of trucks and other vehicles, or dumping of waste or refuse or permit any harmful materials to be placed in any
drainage system or sanitary system in or about the Premises.


 




    	 	



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13.         All
moveable trash receptacles provided by the trash disposal firm for the Premises must be kept in the trash enclosure areas, if any,
provided for that purpose.


 


14.         No
auction, public or private, will be permitted on the Premises or the Project.


 


15.         No
awnings shall be placed over the windows in the Premises except with the prior written consent of Landlord.


 


16.         The
Premises shall not be used for lodging, sleeping or cooking or for any pornographic or illegal purposes or for any purpose other
than that specified in the Lease; provided, however that cooking shall be permitted in a kitchen or employee break room. No gaming
devices shall be operated in the Premises.


 


17.         Tenant
shall ascertain from Landlord the maximum amount of electrical current which can safely be used in the Premises, taking into account
the capacity of the electrical wiring in the Project and the Premises and the needs of other tenants, and shall not use more than
such safe capacity. Landlord’s consent to the installation of electric equipment shall not relieve Tenant from the obligation
not to use more electricity than such safe capacity.


 


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


 


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


 




    	 	



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EXHIBIT F TO LEASE


 


TENANT’S PERSONAL PROPERTY


 


Any of the following items which have been installed in the Premises
and paid for by Tenant are and shall remain Tenant’s Personal Property and considered Removable Installations notwithstanding
anything the contrary contained in the Lease:


 


1. Autoclaves


 


2. Cage washers


 


3. Fume hoods


 


4. Laminar flow hoods


 


5. Bio-safety cabinets


 


6. Nuclear magnetic resonance equipment


 


7. Generators and back up power systems


 


8. Compressors


 


In no event shall any autoclaves, cage washers, fume hoods, laminar
flow hoods or bio-safety cabinets purchased by Landlord or purchased using the TI Allowance or any additional tenant improvement
allowance provided to Tenant by Landlord be included as Tenant’s Personal Property.


 




    	 	



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EXHIBIT G TO LEASE


 


REMAINING IMPROVEMENTS


 





 




    	 	



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EXHIBIT H TO LEASE


 


ASBESTOS DISCLOSURE


 


NOTIFICATION OF THE PRESENCE OF ASBESTOS CONTAINING
MATERIALS


 


This notification provides certain information about asbestos within
or about the Premises at 410 West Harrison Street, Seattle, WA (“Building”) and in accordance with Washington Administrative
Code, Chapter 296-62-07721.


 


Historically, asbestos was commonly used in building products used
in the construction of buildings across the country. Asbestos-containing building products were used because they are fire-resistant
and provide good noise and temperature insulation. Because of their prevalence, asbestos-containing materials, or ACMs, are still
sometimes found in buildings today.


 


An asbestos survey of the Building has determined that ACMs and/or
materials that might contain ACMs, referred to as presumed asbestos-containing materials or PACMs, are present within or about
the Premises. The surveys found ACMs and/or PACMs of the types, in the amounts and at the following location in or about the Premises:


 





	Material Description	 	Material Location
	 	 	 
	Joint compound on drywall	 	Throughout building
	 	 	 
	Pipe joints	 	1st and 2nd floor laboratories, above ceiling tiles and behind wall cavities beneath sinks
	 	 	 
	Various flooring materials	 	2nd Floor, various rooms
	 	 	 
	Gray block insulation	 	1st Floor, room 153A
	 	 	 
	Plastic roof cement/mastic	 	Roof ducts
	 	 	 
	Roofing materials (assumed)	 	Throughout roof
	 	 	 
	Cove base and mastic	 	1st and 2nd Floor







 


Because ACMs and PACMs are present and may continue to be present
within or about the Building, we have hired an independent environmental consulting firm to prepare an operations and maintenance
program (“O&M Program”). The O&M Program is designed to minimize the potential of any harmful asbestos
exposure to any person within or about the Building. The O&M Program includes a description of work methods to be taken in
order to maintain any ACMs or PACMs within or about the Building in good condition and to prevent any significant disturbance of
such ACMs or PACMs. Appropriate personnel receive regular periodic training on how to properly administer the O&M Program.


 


The O&M Program describes the risks associated with asbestos
exposure and how to prevent such exposure through appropriate work practices. ACMs and PACMs generally are not thought to be a
threat to human health unless asbestos fibers are released into the air and inhaled. This does not typically occur unless (1) the
ACMs are in a deteriorating condition, or (2) the ACMs have been significantly disturbed (such as through abrasive cleaning, or
maintenance or renovation activities). If inhaled, asbestos fibers can accumulate in the lungs and, as exposure increases, the
risk of disease (such as asbestosis or cancer) increases. However, measures to minimize exposure, and consequently minimize the
accumulation of asbestos fibers, reduce the risks of adverse health effects.


 




    	 	



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The O&M Program describes a number of activities that should
be avoided in order to prevent a release of asbestos fibers. In particular, you should be aware that some of the activities which
may present a health risk include moving, drilling, boring, or otherwise disturbing ACMs. Consequently, such activities should
not be attempted by any person not qualified to handle ACMs.


 


The O&M Program is available for review during regular business
hours at our office located at 1600 Fairview Avenue East, Suite 100, Seattle WA 98102.


 




    	 	



    	


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EXHIBIT I TO LEASE


 


EXPANSION SPACE


 





 




    	 	



    	


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EXHIBIT J TO LEASE


 


APPROVED ALTERATIONS


 


None.


 




    	 	



    	


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EXHIBIT K TO LEASE


 


SPACE PLANS


 


(Attached)


 







    	 	



    	


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