Exhibit 10.19


 





OFFICE/LABORATORY LEASE


 


BETWEEN


 


EMERY STATION OFFICE II, LLC (LANDLORD)


 


AND


 


LIGAND PHARMACEUTICALS INCORPORATED (TENANT)


 


5980 Horton Street

Emeryville, California


 






     


     


    

 


Table
of Contents


 


Page


 


	Article 1 BASIC LEASE PROVISIONS	1
	1.1	BASIC LEASE PROVISIONS	1
	1.2	ENUMERATION OF EXHIBITS AND RIDER(S)	5
	1.3	DEFINITIONS	5
	 	 	 
	Article 2 PREMISES, TERM, FAILURE TO GIVE POSSESSION, AND PARKING	11
	2.1	LEASE OF PREMISES	11
	2.2	TERM	11
	2.3	FAILURE TO DELIVER POSSESSION	14
	2.4	CONDITION OF PREMISES	14
	2.5	PARKING	15
	2.6	TERMINATION OF EXISTING 4TH FLOOR LEASE TO CRYSTAL BIOSCIENCE.	15
	 	 	 
	Article 3 RENT	16
	 	 
	Article 4 RENT ADJUSTMENTS AND PAYMENTS	16
	4.1	RENT ADJUSTMENTS	16
	4.2	STATEMENT OF LANDLORD	17
	4.3	BOOKS AND RECORDS	18
	4.4	TENANT OR LEASE SPECIFIC TAXES	18
	 	 	 
	Article 5 SECURITY	19
	 	 
	Article 6 SERVICES	20
	6.1	LANDLORD’S GENERAL SERVICES	20
	6.2	UTILITIES AND JANITORIAL SERVICES	22
	6.3	ADDITIONAL AND AFTER HOUR SERVICES	22
	6.4	TELEPHONE SERVICES	23
	6.5	DELAYS IN FURNISHING SERVICES	23
	6.6	CHOICE OF SERVICE PROVIDER	24
	6.7	SIGNAGE	24
	 	 	 
	Article 7 USE OF PREMISES; LANDLORD’S ACCESS RIGHTS	25
	7.1	USE OF PREMISES	25
	7.2	LANDLORD ACCESS TO PREMISES; APPROVALS	34



 






    -i- 


     


    

 


TABLE OF CONTENTS


(continued)


 


Page


 


	7.3	QUIET ENJOYMENT	35
	7.4	TRANSPORTATION DEMAND MANAGEMENT PROGRAM	36
	 	 	 
	Article 8 MAINTENANCE	36
	8.1	LANDLORD’S MAINTENANCE	36
	8.2	TENANT’S MAINTENANCE	37
	8.3	SUDDEN WATER INTRUSION	37
	 	 	 
	Article 9 ALTERATIONS AND IMPROVEMENTS	38
	9.1	TENANT ALTERATIONS	38
	9.2	LIENS	39
	 	 	 
	Article 10 ASSIGNMENT AND SUBLETTING	39
	10.1	ASSIGNMENT AND SUBLETTING	39
	10.2	RECAPTURE	42
	10.3	EXCESS RENT	42
	10.4	TENANT LIABILITY	43
	10.5	ASSUMPTION AND ATTORNMENT	43
	10.6	PROCESSING EXPENSES	43
	10.7	EFFECT OF IMPERMISSIBLE TRANSFER	44
	 	 	 
	Article 11 DEFAULT AND REMEDIES	44
	11.1	DEFAULT	44
	11.2	LANDLORD’S REMEDIES	45
	11.3	ATTORNEY’S FEES	47
	11.4	BANKRUPTCY	48
	11.5	LANDLORD’S DEFAULT	49
	 	 	 
	Article 12 SURRENDER OF PREMISES	49
	12.1	IN GENERAL	49
	12.2	LANDLORD’S RIGHTS	50
	 	 	 
	Article 13 HOLDING OVER	50
	 	 
	Article 14 DAMAGE BY FIRE OR OTHER CASUALTY	50
	14.1	SUBSTANTIAL UNTENANTABILITY	50
	14.2	INSUBSTANTIAL UNTENANTABILITY	51



 






    -ii- 


     


    

 





TABLE OF CONTENTS


(continued)


 


Page


  


	14.3	RENT ABATEMENT	51
	14.4	WAIVER OF STATUTORY REMEDIES	52
	 	 	 
	Article 15 EMINENT DOMAIN	52
	15.1	TAKING OF WHOLE OR SUBSTANTIAL PART	52
	15.2	TAKING OF PART	52
	15.3	COMPENSATION	52
	 	 	 
	Article 16 INSURANCE	53
	16.1	TENANT’S INSURANCE	53
	16.2	FORM OF POLICIES	53
	16.3	LANDLORD’S INSURANCE	54
	16.4	WAIVER OF SUBROGATION	54
	16.5	NOTICE OF CASUALTY	55
	 	 	 
	Article 17 WAIVER OF CLAIMS AND INDEMNITY	55
	17.1	WAIVER OF CLAIMS	55
	17.2	INDEMNITY	56
	17.3	WAIVER OF CONSEQUENTIAL DAMAGES	56
	 	 	 
	Article 18 RULES AND REGULATIONS	56
	18.1	RULES	56
	18.2	ENFORCEMENT	56
	 	 	 
	Article 19 LANDLORD’S RESERVED RIGHTS	57
	 	 
	Article 20 ESTOPPEL CERTIFICATE	57
	20.1	IN GENERAL	57
	20.2	ENFORCEMENT	58
	 	 	 
	Article 21 RELOCATION OF TENANT	58
	 	 
	Article 22 REAL ESTATE BROKERS	58
	 	 
	Article 23 MORTGAGEE PROTECTION	59
	23.1	SUBORDINATION AND ATTORNMENT	59
	23.2	MORTGAGEE PROTECTION	59
	 	 	 
	Article 24 NOTICES	60
	 	 
	Article 25 FURNITURE, FIXTURES AND EQUIPMENT	60



 






    -iii- 


     


    

 





TABLE OF CONTENTS


(continued)


 


Page


 



	Article 26 MISCELLANEOUS	61
	26.1	LATE CHARGES	61
	26.2	NO JURY TRIAL; VENUE; JURISDICTION	61
	26.3	NO DISCRIMINATION	61
	26.4	FINANCIAL STATEMENTS	61
	26.5	OPTION	62
	26.6	TENANT AUTHORITY	62
	26.7	ENTIRE AGREEMENT	62
	26.8	MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE	62
	26.9	EXCULPATION	62
	26.10	ACCORD AND SATISFACTION	64
	26.11	LANDLORD’S OBLIGATIONS ON SALE OF BUILDING	64
	26.12	BINDING EFFECT	64
	26.13	CAPTIONS	64
	26.14	TIME; APPLICABLE LAW; CONSTRUCTION	64
	26.15	ABANDONMENT	65
	26.16	LANDLORD’S RIGHT TO PERFORM TENANT’S DUTIES	65
	26.17	SECURITY SYSTEM	65
	26.18	NO LIGHT, AIR OR VIEW EASEMENTS	65
	26.19	RECORDATION	65
	26.20	SURVIVAL	65
	26.21	OFAC	66
	26.22	INSPECTION BY A CASP IN ACCORDANCE WITH CIVIL CODE SECTION 1938	66
	26.23	COUNTERPARTS	67
	26.24	EXHIBITS AND RIDERS	67



 






    -iv- 


     


    

 


OFFICE/LABORATORY LEASE


 


Article 1

BASIC LEASE PROVISIONS


 


		1.1	BASIC
LEASE PROVISIONS



 


In the event of any conflict
between these Basic Lease Provisions and any other Lease provision, such other Lease provision shall control.


 





		(1)	BUILDING AND ADDRESS:



 


5980 Horton Street 


Emeryville, California 94608


 


		(2)	LANDLORD AND ADDRESS:



 


Emery Station Office II, LLC 


1120 Nye Street, Suite 400 


San Rafael, California 94901


 


Notices to Landlord shall be addressed:


 


Emery Station Office II, LLC 


c/o Wareham Property Group 


1120 Nye Street, Suite 400 


San Rafael, California 94901


 


With a copy to:


 


Stewart Ward & Josephson LLP 


1601 Response Road, Suite 360 


Sacramento, California 95815 


Attention: Winnifred C. Ward, Esq.


 


And to:


 


Shartsis Friese LLP 


One Maritime Plaza, 18th Floor 


San Francisco, California 94901 


Attention: Senior Real Estate
Partner


 


		(3)	TENANT AND NOTICE ADDRESS:



 


		(a)	Name and Entity:



 


Ligand Pharmaceuticals Incorporated,
a Delaware corporation


 






    1 


     


    

 


		(b)	Federal Tax Identification Number:



 


77-0160744


 


Tenant shall promptly notify
Landlord of any change in the foregoing items.


 


		(c)	Notices to Tenant shall be addressed:



 


Prior to the Phase I Rent Commencement
Date:


 


3911
Sorrento Valley Blvd. #110


San Diego, CA 92121


Attention: General Counsel


 


On and after the Phase I Rent Commencement
Date:


 


At
the Premises


Attention: VP of Operations & General Counsel





  


(4)           DATE
OF LEASE: as of June 8, 2021


 


(5)           INITIAL
TERM:     Commencing on the Phase I Commencement Date, and ending on
the last day of the one hundred twentieth (120th) full calendar month following the Phase II Commencement Date


 


(6)           PROJECTED
COMMENCEMENT DATES:


 


(a)     Phase
I Premises:     July 1, 2021


 


(b)     Phase
II Premises:   The date that the Existing Tenant vacates the Phase
II Premises and possession thereof is delivered to Tenant, which date is estimated to be April 1, 2022


 


(7)           RENT
COMMENCEMENT DATES:


 


(a)     Phase
I Premises:     Sixty (60) days after the Phase I Commencement Date.


 


(b)     Phase
II Premises:   Sixty (60) days after the Phase II Commencement Date.


 






    2 


     


    

 


(8)           EXPIRATION
DATE: The last day of the 120th full calendar month following the Phase II Rent Commencement Date


 


(9)           MONTHLY
BASE RENT:


 


	MONTHS
OF TERM FOLLOWING PHASE I

RENT COMMENCEMENT DATE*	MONTHLY RATE PER RENTABLE 

SQUARE FOOT OF PREMISES
	Months
01 – 12**	$6.00
	Months
13 – 24**	$6.21
	Month
25 – 36***	$6.43
	Month
37 – 48*** 	$6.66
	Month
49 – 60 	$6.89
	Month
61 – 72 	$7.13
	Month
73 – 84 	$7.38
	Month
85 – 96 	$7.64
	Month
97 – 108 	$7.91
	Month
108 – 120 	$8.19
	Month 121 – Month 120 following the Phase II Rent Commencement Date****	$8.48


 


*Based upon Phase I Rent Commencement Date, although
the Term is calculated from the Phase II Rent Commencement Date; see last row of above table.


 


**The Monthly Base Rent for the Phase II Premises
shall commence as of the Phase II Rent Commencement Date, which shall occur during either Months 01 – 12 after the Phase I Rent
Commencement Date, or during Months 13 – 24 after the Phase I Rent Commencement Date, and as of such occurrence, Tenant shall pay
Monthly Base Rent for the Phase II Premises, in addition to the Monthly Base Rent payable for the Phase I Premises, at the applicable
Monthly Base Rent Rate. “Months 01 – 24” will include any partial calendar month: (a) following the Phase I Rent
Commencement Date, if the Phase I Rent Commencement Date is other than the first (1st) day of a calendar month, and/or (b) following
the Phase II Rent Commencement Date, if the Phase II Rent Commencement Date is other than the first (1st) day of a calendar month, and
in the event such period includes any such partial calendar months, Tenant shall pay the prorated amount of Monthly Base Rent for such
partial calendar months pursuant to Article 3 in addition to the Monthly Base Rent for the subsequent full calendar months of the
Term.


 






    3 


     


    

 


 



 


***The
Monthly Base Rent, but not Operating Expenses, for the Phase I Premises and the Phase II Premises shall be abated for Months 26 and 38
of the Term (the “Abated Base Rent”). If a Default, as defined in Section 11.1 of this Lease, shall occur at any
time during the Term, then the Abated Base Rent shall upon the written request of Landlord become due and payable in addition to any other
remedies that Landlord may possess under this Lease.


 


****If this period is longer than 12 months, then
the Monthly Base Rent Rate shall increase to $8.78 per square foot of Rentable Area of the Premises.


 


(10)          PREMISES:





 


(a)          Phase
I Premises: The space located in the Building that is highlighted in yellow on Exhibit A attached hereto.


 


(b)          Phase
II Premises: The space located in the Building that is unhighlighted (i.e., in white) on Exhibit A attached hereto.


 


(11)          RENTABLE
AREA OF THE PREMISES: 25,429 square feet, comprised of:


 


(a)          Phase
I Premises: 8,816 square feet


 


(b)          Phase
II Premises: 16,613 square feet


 


(12)          TENANT’S
SHARE:


 


(a)          Phase
I Premises:       5.55%


 


(b)          Phase
II Premises:     10.42%


 


(13)     SECURITY
DEPOSIT:           $152,574.00


 


(14)     SUITE
NUMBER OF PREMISES:    600


 


(15)     TENANT’S
USE OF PREMISES:     Research and development laboratory use, and related
office use


 


(16)     PARKING:     Up
to fifty-one (51) unreserved parking spaces within the Terraces Garage. Upon providing not less than ten (10) days’ prior written
notice to Landlord (“Tenant’s Parking Adjustment Notice”), and not more often than once per month, Tenant may adjust
the number of parking spaces it leases during the Term (but in any event not to exceed 51 spaces). Any such adjustment shall take effect
as of the first (1st) day of the calendar month following Tenant’s Parking Adjustment Notice.


 






    4 


     


    

 


(17)          BROKERS:


 


Landlord’s
Broker:     N/A


 


Tenant’s
Broker:        RE:Align Tenant Strategies


 


(18)     TENANT
IMPROVEMENT ALLOWANCE:     $50.00 per square foot of Rentable Area of
the Premises (i.e., $1,271,450.00)


 


1.2          ENUMERATION
OF EXHIBITS AND RIDER(S)


 


The Exhibits and Rider set
forth below and attached to this Lease are incorporated in this Lease by this reference:


 


	EXHIBIT A	Outline of Premises 




	EXHIBIT B	Workletter Agreement 




	EXHIBIT C-1	Laboratory Rules and Regulations 




	EXHIBIT C-2	Rules and Regulations 




	EXHIBIT D	Crystal Bio Lease Extension Amendment 




	EXHIBIT E	FF&E 




	RIDER 1	Commencement Date Agreement




 


1.3          DEFINITIONS


 


For purposes hereof, in addition
to terms defined elsewhere in this Lease, the following terms shall have the following meanings:


 


AFFILIATE: Any corporation
or other business entity that is currently owned or controlled by, owns or controls, or is under common ownership or control with Tenant
or Landlord, as the case may be.


 





BANKRUPTCY CODE: As defined
in Section 11.3.


 


BUILDING: The building located
at the address specified in Section 1.1. The Building may include office, medical, laboratory, retail and other uses.


 


CABLE: As defined in Section 8.2.


 


CITY: The City of Emeryville,
California.


 


COMMON AREAS: All areas of
the Project made available by Landlord from time to time for the general common use or benefit of the tenants of the Building, and their
employees and invitees, or the public, as such areas currently exist and as they may be changed from time to time.


 


DEFAULT: As defined in Section 11.1.


 






    5 


     


    

 


DEFAULT RATE: Two (2) percentage
points above the rate then most recently announced by Bank of America N.A. at its San Francisco main office as its base lending reference
rate, from time to time announced, but in no event higher than the maximum rate permitted by Law.


 


EXISTING TENANT: As defined
in Section 2.3.


 


EXPIRATION DATE: The date
specified in Section 1.1.


 


FORCE MAJEURE: Any accident,
casualty, act of God, war or civil commotion, strike or labor troubles, or any cause whatsoever beyond the reasonable control of Landlord,
including water shortages, energy shortages or governmental preemption in connection with an act of God, a national emergency, or by reason
of Law, or by reason of the conditions of supply and demand which have been or are affected by act of God, war or other emergency.


 


Green
Building Standards: One or more of the following: the U.S. EPA’s Energy Star® Portfolio Manager, the Green Building Initiative’s
Green GlobesTM building rating system, the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED®)
building rating system, the ASHRAE Building Energy Quotient (BEQ), the Global Real Estate Sustainability Benchmark (GRESB), or other standard
for high performance buildings adopted by Landlord with respect to the Building or the Project, as the same may be revised from time to
time.


 


HAZARDOUS MATERIALS: As defined
in Section 7.1(f).


 


HAZARDOUS MATERIALS LAWS:
As defined in Section 7.1(f).


 


INDEMNITEES: Collectively,
Landlord, any Mortgagee or ground lessor of the Property, the property manager and the leasing manager for the Property, and their respective
partners, members, directors, officers, agents and employees.


 


LAND: The parcel(s) of
real estate on which the Building and Project are located.


 


LANDLORD WORK: The construction
or installation of improvements to the Premises to be furnished by Landlord, if any, as specifically described in the Workletter or exhibits
attached hereto.


 


LAWS OR LAW: All laws, ordinances,
rules, regulations, other requirements, orders, rulings or decisions adopted or made by any governmental body, agency, department or judicial
authority having jurisdiction over the Property, the Premises or Tenant’s activities at the Premises and any covenants, conditions
or restrictions of record which affect the Property.


 


LEASE: This instrument and
all exhibits and riders attached hereto, as may be amended from time to time.


 


LEASEHOLD IMPROVEMENTS: As
defined in Section 12.1.


 


MONTHLY BASE RENT: The monthly
base rent specified in Section 1.1.


 






    6 


     


    

 


MORTGAGEE: Any holder of a
mortgage, deed of trust or other security instrument encumbering the Property.


 


NAMED TENANT: As defined in
Section 2.2(d).





 


NATIONAL HOLIDAYS: New Year’s
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day and other holidays recognized by Landlord and
the janitorial and other unions servicing the Building in accordance with their contracts.


 


OPERATING EXPENSES: All costs,
expenses and disbursements which Landlord shall pay or become obligated to pay directly in connection with the ownership, management,
operation, maintenance, replacement and repair of the Building and the Property, including, without limitation, property management fees;
costs and expenses of any capital expenditure or improvement that is Landlord’s responsibility under this Lease, and if Landlord
elects to amortize such costs and expenses over a period that Landlord may determine, such costs and expenses shall be together with interest
thereon at a rate reasonably determined by Landlord; an equitable allocation of management office expenses (including, without limitation,
office rent, supplies, equipment, salaries, wages, bonuses and other compensation relating to employees of Landlord or its agents engaged
in the management, operation, repair, or maintenance of the Building); and, if applicable, the cost of operating a fitness center and/or
any conference centers that are available for use by Tenant, as reasonably determined by Landlord. Operating Expenses shall not include:
(i) costs of alterations of the premises of tenants of the Project; (ii) costs of goods or services to the extent billed directly
to other tenants of the Project, including the cost incurred by Landlord in performing work to or for a tenant of space in the Project
(including Tenant) at such tenant’s cost and expense; (iii) depreciation charges; (iv) interest and principal payments
on loans except for loans for, or imputed interest on, capital expenditures or improvements which Landlord may elect to amortize as specified
above); (v) ground rental payments; (vi) real estate brokerage and leasing commissions; (vii) advertising and marketing
expenses; (viii) costs to the extent Landlord has been reimbursed for the same by insurance proceeds, condemnation awards, third
party warranties or other third parties (other than tenants’ reimbursement of Operating Expenses); (ix) expenses incurred in
negotiating leases of tenants in the Project or enforcing lease obligations of tenants in the Project; (x) Landlord’s general
corporate overhead; and (xi) costs directly incurred in connection with a sale, financing, refinancing or transfer of all or any
portion of the Project (except as provided for in the definition of Taxes, below). If any Operating Expense, though paid in one year,
relates to more than one calendar year, at the option of Landlord such expense may be proportionately allocated among such related calendar
years. Operating Expenses for the Property that are not, in Landlord’s reasonable discretion, allocable solely to either the office,
laboratory or retail portion of the Building shall be equitably allocated by Landlord between/amongst such uses. The above enumeration
of services and facilities shall not be deemed to impose an obligation on Landlord to make available or provide such services or facilities
except to the extent if any that Landlord has specifically agreed elsewhere in this Lease to make the same available or provide the same.


 


PHASE I COMMENCEMENT DATE:
The date determined pursuant to Article 2, which date is anticipated to be the Projected Phase I Commencement Date specified in Section 1.1.


 






    7 


     


    

 


PHASE II COMMENCEMENT DATE:
The date determined pursuant to Article 2, which date is anticipated to be the Projected Phase II Commencement Date specified in
Section 1.1.


 


PHASE I PREMISES: The space
defined in Section 1.1.


 


PHASE II PREMISES: The space
defined in Section 1.1.


 


PHASE I RENT COMMENCEMENT
DATE: The date determined pursuant to Section 1.1.


 


PHASE II RENT COMMENCEMENT
DATE: The date determined pursuant to Section 1.1.


 


PHASE I TENANT WORK: As defined
in the Work Letter.


 


PHASE II TENANT WORK: As defined
in the Work Letter.


 


PREMISES: Collectively, the
Phase I Premises and the Phase II Premises, at the Suite Number listed in Section 1.1.


 


PROJECT or PROPERTY: The Project
consists of the office and laboratory/research building with ground floor office and/or retail spaces located at the street address specified
in Section 1.1, and associated surface and garage parking as designated by Landlord from time to time, landscaping and improvements,
together with the Land, any associated interests in real property, and the personal property, fixtures, machinery, equipment, systems
and apparatus located in or used in conjunction with any of the foregoing. The Project may also be referred to as the Property.


 


Project’s
Sustainability Practices: The operations and maintenance practices for the Building, whether incorporated into the
Building’s Rules and Regulations, construction rules and regulations or separate written sustainability policies of
Landlord with respect to the Building or the Project, as the same may be revised from time to time so long as such revisions do not
materially and negatively impact Tenant’s use of the Premises, addressing, among other things: energy efficiency; energy
measurement and reporting; water usage; recycling, composting, and waste management; indoor air quality; and chemical use.


 


PROJECTED PHASE I COMMENCEMENT
DATE: The date specified in Section 1.1.


 


PROJECTED PHASE II COMMENCEMENT
DATE: The date specified in Section 1.1.


 


REAL PROPERTY: The Property
excluding any personal property.


 


RENT: Collectively, Monthly
Base Rent, Rent Adjustments and Rent Adjustment Deposits, and all other charges, payments, late fees or other amounts required to be paid
by Tenant under this Lease.


 


RENT ADJUSTMENT: Any amounts
owed by Tenant for payment of Operating Expenses and/or Taxes. The Rent Adjustments shall be determined and paid as provided in Article 4.


 






    8 


     


    

 


RENT ADJUSTMENT DEPOSIT: An
amount equal to Landlord’s estimate of the Rent Adjustment attributable to each month of the applicable calendar year (or partial
calendar year) during the Term, as provided in Article 4.


 


RENTABLE AREA OF THE PREMISES:
The amount of square footage set forth in Section 1.1.


 


SECURITY DEPOSIT: The funds
specified in Section 1.1, if any, deposited by Tenant with Landlord as security for Tenant’s performance of its obligations
under this Lease.


 


STANDARD OPERATING HOURS:
Monday through Friday from 8:00 A.M. to 6:00 P.M., and Saturday from 9:00 A.M. to 1:00 P.M., excluding National Holidays.


 


SUBSTANTIALLY COMPLETE or
SUBSTANTIAL COMPLETION: The completion of the Landlord Work, the Tenant Work, the Phase I Tenant Work or the Phase II Tenant Work, as
the case may be, as evidenced by receipt of a certificate of occupancy or similar certification from local, city and/or state administrative
bodies, except for minor insubstantial details of construction, decoration or mechanical adjustments which remain to be done. Substantial
Completion shall be deemed to have occurred notwithstanding a requirement to complete “punch-list” or similar minor corrective
work. If Landlord shall be delayed in Substantial Completion due to a Tenant Delay, the date of Substantial Completion for purposes of
determining the Rent Commencement Date shall be the date when Substantial Completion would have occurred if there had been no Tenant Delay.
Tenant acknowledges that the length of any Tenant Delay is to be measured by the duration of the delay in Substantial Completion caused
by the event or conduct constituting Tenant Delay, which may exceed the duration of such event or conduct due to the necessity of rescheduling
work or other causes.


 


TAXES: All federal, state
and local governmental taxes, assessments, license fees and charges, whether general, special, ordinary or extraordinary, which Landlord
shall pay or become obligated to pay directly in connection with the ownership, leasing, management, control, sale, transfer, or operation
of the Property or any of its components (including any personal property used in connection therewith) or Landlord’s business of
owning and operating the Property, which may also include any rental, revenue, general gross receipts or similar taxes levied in lieu
of or in addition to general real and/or personal property taxes. For purposes hereof, Taxes for any year shall be Taxes which are assessed
for any period of such year, whether or not such Taxes are billed and payable in a subsequent calendar year. There shall be included in
Taxes for any year the amount of all fees, costs and expenses (including reasonable attorneys’ fees) paid by Landlord during such
year in seeking or obtaining any refund or reduction of Taxes. Taxes for any year shall be reduced by the net amount of any tax refund
received by Landlord attributable to such year. If a special assessment payable in installments is levied against any part of the Property,
Taxes for any year shall include only the installment of such assessment and any interest payable or paid during such year. Taxes shall
be determined without reference to any abatement or exemption from or credit against Taxes applicable to all or part of the Property.
Taxes shall not include any federal or state inheritance, general income, gift or estate taxes, except that if a change occurs in the
method of taxation resulting in whole or in part in the substitution of any such taxes, or any other assessment, for any Taxes as above
defined, such substituted taxes or assessments shall be included in the Taxes. Tenant and Landlord acknowledge that Proposition 13 was
adopted by the voters of the State of California in the June, 1978 election and that assessments, taxes, fees, levies and charges may
be imposed by governmental agencies for such purposes as fire protection, street, sidewalk, road, utility construction and maintenance,
refuse removal and for other governmental services which may formerly have been provided without charge to property owners or occupants.
It is the intention of the parties that all new and increased assessments, taxes, fees, levies and charges due to any cause whatsoever
are to be included within the definition of Taxes for purposes of this Lease.


 











    9 


     


    

 


TENANT ADDITIONS: Collectively,
Landlord Work, Tenant Work and Tenant Alterations.


 


TENANT ALTERATIONS: Any alterations,
improvements, additions, installations or construction in or to the Premises or any Building systems serving the Premises (excluding Landlord
Work or Tenant Work); and any supplementary air-conditioning systems installed by Landlord or by Tenant at Landlord’s request pursuant
to Section 6.1(b).


 


TENANT DELAY: Any event or
occurrence that materially delays the completion of the Landlord Work, if any, which is caused by or is described as follows:


 


(i)          special
work, changes, alterations, additions, or any Change Orders (defined in the Workletter) requested or made by Tenant in the design or finish
in any part of the Premises after approval of the plans and specifications (as described in the Workletter);


 


(ii)          Tenant’s
delay in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise;


 


(iii)          failure
to pay for those portions of Tenant Work that Tenant is obligated to pay for pursuant to the Workletter;


 


(iv)          the
performance or completion by Tenant or any person engaged by Tenant of any work in or about the Premises;


 


(v)          failure
to perform or comply with any obligation or condition binding upon Tenant pursuant to the Workletter, including the failure to approve
and pay for such Landlord Work or other items if and to the extent the Workletter provides they are to be approved or paid by Tenant;
or


 


(vi)          Any
other act or omission of Tenant which delays Substantial Completion.


 


TENANT PARTY OR TENANT PARTIES:
As defined in Section 7.1(f)(1)(x).


 


TENANT WORK: All work installed
or furnished to the Premises by Tenant, if any, pursuant to the Workletter.


 






    10 


     


    

 


TENANT’S SHARE: The
percentage that represents the ratio of the Rentable Area of the Premises to the Rentable Area of the Building, as set forth in Section 1.1.
Tenant’s Share shall mean only the percentage that represents the ratio of the Rentable Area of the Phase I Premises to the Rentable
Area of the Building as of the Phase I Rent Commencement Date, and shall mean the percentage that represents the ratio of the Rentable
Area of the entire Premises to the Rentable Area of the Building as of the Phase II Rent Commencement Date


 


TERM: The initial term of
this Lease commencing on the Commencement Date and expiring on the Expiration Date, and extension of the initial term, if any.


 


TERMINATION DATE: The Expiration
Date or such earlier date as this Lease terminates or Tenant’s right to possession of the Premises terminates.


 


WORKLETTER: The Agreement
regarding the manner of completion of Landlord Work and Tenant Work set forth on Exhibit B attached hereto.


 


Article 2

PREMISES, TERM, FAILURE TO GIVE POSSESSION, AND PARKING


 


2.1          LEASE
OF PREMISES


 


Landlord hereby leases to
Tenant and Tenant hereby leases from Landlord the Premises for the Term and upon the terms, covenants and conditions provided in this
Lease. The parties acknowledge and agree that the Rentable Area set forth in this Lease has been conclusively determined and is deemed
final for the purposes of this Lease.


 


2.2          TERM


 


(a)          The
 “Phase I Commencement Date” shall be (i) the date on which Landlord has substantially completed the Landlord Work (if
any) and tendered possession of the Phase I Premises to Tenant; or (ii) any earlier date upon which Tenant, with Landlord’s
written permission, takes possession of any portion of the Phase I Premises to commence construction of the Tenant Work.





 


(b)          The
 “Phase II Commencement Date” shall be (i) the date on which Landlord has substantially completed the Landlord Work (if
any) and tendered possession of the Phase II Premises to Tenant; or (ii) any earlier date upon which Tenant, with Landlord’s
written permission, takes possession of any portion of the Phase II Premises to commence construction of the Tenant Work.


 


(c)          Within
thirty (30) days following the occurrence of the Rent Commencement Date, Landlord and Tenant shall enter into an agreement (the form of
which is attached hereto as Rider 1) confirming the Phase I Commencement Date, the Phase II Commencement Date, the Phase I Rent Commencement
Date, the Phase II Rent Commencement Date and the Expiration Date. If Tenant fails to enter into such agreement, then the Phase I Commencement
Date, the Phase II Commencement Date, the Phase I Rent Commencement Date, the Phase I Rent Commencement Date and the Expiration Date shall
be the dates designated by Landlord in such agreement.


 






    11 


     


    

 


(d)          Option
to Extend. Provided that at the time of exercise and at all times prior to the commencement of the subject Extended Term, Tenant shall
not be in default under this Lease or otherwise failed to have timely performed all of Tenant’s obligations under this Lease, the
Term of this Lease shall be subject to two (2) extension options for an additional period of 60 months each (individually, the “Extension
Option”, and collectively, the “Extension Options”). The first Extension Option shall commence as of the expiration
of the Initial Term and expire on the date that is 60 full calendar months thereafter (the “First Extended Term”), and the
second Extension Option shall commence as of the expiration of the First Extended Term and expire on the date that is 60 full calendar
months thereafter (the “Second Extended Term”, and individually with the First Extended Term, an “Extended Term”).
The Extension Options shall be exercisable as follows:


 


(1)          The
Extension Option shall be upon the same material terms and conditions contained in this Lease, except that (i) the initial Monthly
Base Rent for the Premises shall be equal to the Fair Market Rent (as defined in Section 2.2(d)(2) below) for the Premises as
of the first month of the subject Extension Option determined in the manner set forth in Section 2.2(d)(3) below and (ii) Tenant
shall accept the Premises in an “as is” condition without any obligation of Landlord to repaint, remodel, repair, improve
or alter the Premises (subject, however, to the terms of Section 8.1 of this Lease).


 


(2)          Tenant’s
election to exercise an Extension Option must be given to Landlord in writing no less than eight (8) months prior to (i) the
expiration of the initial Term (as to the first Extension Option), or (ii) the expiration of the First Extended Term (as to the second
Extension Option) (the “Extension Notice”). Within thirty (30) days of Landlord’s receipt of the Extension Notice, Landlord
shall send Tenant written notice of Landlord’s determination of the Fair Market Rent for the Premises (the “Fair Market Rent
Notice”). For purposes of this Section, the term “Fair Market Rent” shall mean the base rental rate, periodic rental
rate adjustment and other charges and increases, if any, for space comparable in size, location and quality to the Premises under a primary
lease (and not sublease) to new or renewing tenants, for a comparable term with a tenant improvement allowance, if applicable and taking
into consideration such amenities as existing improvements, view, floor on which the Premises are situated and the like, situated in buildings
in Emeryville, California. Notwithstanding anything to the contrary contained herein, the subject Extension Option shall automatically
terminate and be of no further force or effect, whether or not Tenant has timely exercised such Extension Option, if an uncured Default
exists at the time of exercise of such Extension Option or at the time of commencement of the subject Extended Term.


 


(3)          If
Tenant properly exercises an Extension Option, the Monthly Base Rent during the applicable Extended Term shall be determined in the following
manner. The Monthly Base Rent as of the commencement of such Extended Term shall be adjusted to an amount equal to the Fair Market Rent
for the Premises as specified in the Fair Market Rent Notice, subject to Tenant’s right of arbitration as set forth below. If Tenant
believes that the Fair Market Rent specified in the Fair Market Rent Notice exceeds the actual Fair Market Rent for the Premises as of
the date of such notice, then Tenant shall so notify Landlord within fifteen (15) days of Tenant’s receipt of the Fair Market Rent
Notice. If Tenant fails to so notify Landlord within such 15-day period, Landlord’s determination of the Fair Market Rent shall
be final and binding upon the parties. If the parties are unable to agree upon the Fair Market Rent within ten (10) days after Landlord’s
receipt of Tenant’s objection to the Fair Market Rent Notice, the amount of Monthly Base Rent as of the commencement of the subject
Extended Term shall be determined as follows:


 


(i)          Within
20 days after the 10-day period has expired and the parties have failed to agree on the Fair Market Rent, Tenant, at its sole expense,
shall obtain and delivery in writing to Landlord a determination of the Fair Market Rent for the Premises for a term equal to the subject
Extended Term from a broker (“Tenant’s Broker”) licensed in the State of California and engaged in the office and laboratory
brokerage business in Emeryville, California or other nearby markets, for at least the immediately preceding five (5) years. If Landlord
accepts such determination, the Monthly Base Rent for such Extended Term shall be adjusted to an amount equal to the amount determined
by Tenant’s Broker.





 






    12 


     


    

 


(ii)          If
Landlord does not accept such determination, within 10 days after receipt of the determination of Tenant’s broker, Landlord shall
designate a broker (“Landlord’s Broker”) licensed in the State of California and engaged in the office and laboratory
brokerage business in Emeryville, California or other nearby markets, for at least the immediately preceding five (5) years. Landlord’s
Broker and Tenant’s Broker shall name a third broker, similarly qualified, within five (5) days after appointment of Landlord’s
Broker. Landlord’s Broker and Tenant’s Broker shall each determine the Fair Market Rent for the Premises as of the commencement
of the subject Extended Term for a term equal to such Extended Term within 10 days after the appointment of the third broker. The Monthly
Base Rent payable by Tenant effective as of the commencement of such Extended Term shall be adjusted to an amount equal to the determination
of Fair Market Rent made by either Landlord’s Broker or Tenant’s Broker that the third broker finds to be closer to the Fair
Market Rent.


 


(iii)          Landlord
shall pay the costs and fees of Landlord’s Broker in connection with any determination hereunder, and Tenant shall pay the costs
and fees of Tenant’s Broker in connection with such determination. The costs and fees of any third broker shall be paid one-half
by Landlord and one-half by Tenant.


 


(4)          If
the amount of the Fair Market Rent is not known as of the commencement of the subject Extended Term, then Tenant shall continue to pay
the Monthly Base Rent for the Premises in effect at the expiration of such Extended Term until the amount of the Fair Market Rent is determined.
When such determination is made, Tenant shall pay any deficiency (if any exists) to Landlord upon demand and Landlord shall credit to
Tenant any surplus (if any exists).


 


(5)          In
connection with the extension of the Term pursuant to Tenant’s exercise of an Extension Option, the parties acknowledge and agree
that Landlord shall not be responsible for the payment to any real estate broker, salesperson or finder claiming to have represented Tenant
of any commission, finder’s fee or other compensation in connection with or as a consequence of Tenant’s exercise of such
Extension Option.


 


(6)          Notwithstanding
anything to the contrary contained herein, Tenant’s rights under this Section 2.2(d) are personal to the original Tenant
executing this Lease (“Named Tenant”) and shall not be assigned or assignable, in whole or in part, to any third party. Any
assignment or other transfer of such rights by Named Tenant shall be void and of no force or effect. Without limiting the generality of
the foregoing, no sublessee of the Premises shall be permitted to exercise the rights granted to Tenant under this Section 2.2(d).


 






    13 


     


    

 


2.3          FAILURE
TO DELIVER POSSESSION


 


If (a) the Phase I Premises
are not delivered to Tenant by the Projected Phase I Commencement Date for any reason, or (b) the Phase II Premises are not delivered
to Tenant by the Projected Phase II Commencement Date for any reason, Landlord shall not be liable for any claims, damages or liabilities
by reason thereof, nor affect the validity of this Lease or the obligations of Tenant hereunder. Landlord and Tenant acknowledge and agree
that the Phase I Premises are vacant as of the date of this Lease. If the tenant occupying the Phase II Premises (the “Existing
Tenant”) does not vacate the Phase II Premises prior to the Projected Phase II Commencement Date (e.g. April 1, 2022),
Landlord shall make commercially reasonable efforts to regain legal possession of the Phase II Premises as soon as possible, including
pursuing all available remedies at law or in equity to evict such tenant. Landlord represents and warrants to Tenant that (a) pursuant
to the express terms of the Existing Tenant’s lease (the “Existing Tenant Lease”), such Existing Tenant Lease is scheduled
to expire on June 30, 2022 (the “Existing Tenant Lease Expiration Date”), and (b) the Existing Tenant does not have
any rights to remain in or otherwise occupy the Phase II Premises beyond the Existing Tenant Lease Expiration Date. Notwithstanding anything
in this Section 2.3 to the contrary, if Landlord fails to deliver the Phase II Premises to Tenant by the Projected Phase II
Commencement Date, then Landlord will credit against the first installments of Monthly Base Rent and Rent Adjustments Deposits first becoming
due under this Lease an amount equal to one (1) day of Monthly Base Rent and Rent Adjustments Deposits allocable to the Phase II
Premises for each day that delivery is delayed beyond the Projected Phase II Commencement Date. The remedy set forth above shall be Tenant’s
sole remedy in the event of a delay in delivering possession of the Phase II Premises to Tenant. In no event shall Landlord be liable
for special or consequential damages as a result of any such delay.


 


2.4          CONDITION
OF PREMISES


 


Tenant shall be
conclusively deemed to have accepted: (a) the Phase I Premises “AS IS” in the condition existing on the Phase I
Commencement Date, and (b) the Phase II Premises “AS IS” in the condition existing on the Phase II Commencement
Date, both subject to the terms and conditions of this Lease (including without limitation any repair and maintenance obligations of
Landlord, and the systems serving the Premises, the Building and the Project being in good order and repair as of the subject
Commencement Date). No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or the Real Property and no
representation regarding the condition of the Premises or the Real Property has been made by or on behalf of Landlord to Tenant,
except as may be specifically stated in this Lease or in the Workletter. Landlord will deliver the Phase I Premises and the Phase II
Premises with all HVAC systems in good operating condition on the Phase I Commencement Date and the Phase II Commencement Date.
Should Tenant determine that there is any noncompliance with the foregoing delivery condition and provide Landlord with a written
notice thereof, Landlord shall promptly after receipt of written notice from Tenant setting forth with specificity the nature and
extent of such noncompliance, rectify the same at Landlord’s expense; such noncompliance shall not, however, entitle Tenant to
an abatement of rent or to terminate this Lease, or otherwise release Tenant from any of Tenant’s obligations under this
Lease.


 






    14 


     


    

 


2.5          PARKING


 


During the Term, Tenant may
use up to the number of spaces specified in Section 1.1 for parking at the standard prevailing monthly rates being charged from time
to time by Landlord or its parking operator without regard to discounts provided to any other occupants of the Building. Tenant may adjust
the number of spaces it uses upon not less than thirty (30) days prior written notice to Landlord. In the event Tenant fails at any time
to pay the full amount of such parking charges within 30 days following Landlord’s notice to Tenant of such failure to pay, Tenant’s
parking rights shall be reduced to the extent of Tenant’s failure to pay for any such parking. The locations and type of parking
(including, without limitation, valet parking, if any) shall be designated by Landlord or Landlord’s parking operator from time
to time. Tenant acknowledges and agrees that the parking spaces serving the Project may include tandem or valet parking and a mixture
of spaces for compact vehicles as well as full-size passenger automobiles, and that Tenant shall not use parking spaces for vehicles larger
than the striped size of the parking spaces. All vehicles utilizing Tenant’s parking spaces shall prominently display identification
stickers or other markers, and/or have passes or keycards for ingress and egress, as may be required and provided by Landlord or its parking
operator from time to time. Tenant shall comply with any and all parking rules and regulations from time to time established by Landlord
or Landlord’s parking operator, including a requirement that Tenant pay to Landlord or Landlord’s parking operator a charge
for loss and replacement of passes, keycards, identification stickers or markers, and for any and all loss or other damage caused by persons
or vehicles related to use of Tenant’s parking spaces. Tenant shall not allow any vehicles using Tenant’s parking spaces to
be parked, loaded or unloaded except in accordance with this Section, including in the areas and in the manner designated by Landlord
or its parking operator for such activities. If any vehicle is using the parking or loading areas contrary to any provision of this Section,
Landlord or its parking operator shall have the right, in addition to all other rights and remedies of Landlord under this Lease, to remove
or tow away the vehicle without prior notice to Tenant, and the cost thereof shall be paid to Landlord within ten (10) days after
notice from Landlord.


  


2.6          TERMINATION
OF EXISTING 4TH FLOOR LEASE TO CRYSTAL BIOSCIENCE.


 


Tenant’s Affiliate,
Crystal Bioscience, Inc. (“Crystal Bio”), currently leases space on the 4th Floor of the Building known as
Suite 405 (“Suite 405”) pursuant to the terms of that certain Lab Lease dated February 19, 2009 (as amended,
the “Crystal Bio Lease”), the term of which lease expires as of August 31, 2021 (the “Original Crystal Bio Lease
Expiration Date”). It is the intent of the parties that that the Original Crystal Bio Lease is hereby revised to be the date that
is thirty (30) days after Tenant has Substantially Completed the Phase II Tenant Work (the “Revised Crystal Bio Lease Expiration
Date”). Crystal Bio shall continue to have use of its parking spaces under the terms and conditions of the Crystal Bio Lease until
the Revised Crystal Bio Lease Expiration Date. Tenant shall cause Crystal Bio to: (i) surrender Suite 405 to Landlord in accordance
with the terms of the Crystal Bio Lease (including, without limitation, decommissioning and decontaminating Suite 405 using a reputable
third-party vendor reasonably acceptable to Landlord) on or before the Revised Crystal Bio Lease Expiration Date, and (ii) enter
into amendment to the Crystal Bio Lease extending the Term thereof to the Revised Crystal Bio Lease Expiration Date, in substantially
the form attached as Exhibit D hereto.


 






    15 


     


    

 


Article 3

RENT


 


From
and after the Phase I Rent Commencement Date, Tenant shall pay to Landlord at the address specified in Section 1.1, or to
such other persons, or at such other places designated by Landlord, without any prior demand therefor in immediately available funds and
without any deduction or offset whatsoever, Rent, including Monthly Base Rent and Rent Adjustments in accordance with Article 4,
during the Term. Monthly Base Rent shall be paid monthly in advance on or prior to the first day of each month of the Term, except that
the first installment of Monthly Base Rent due for the period commencing with the Phase II Rent Commencement Date in the Monthly Base
Rent table set forth in Section 1.1 shall be paid by Tenant to Landlord concurrently with Tenant’s execution of this Lease.
Monthly Base Rent shall be prorated for partial months within the Term. Tenant’s covenant to pay Rent shall be independent of every
other covenant in this Lease.


 





Article 4

RENT ADJUSTMENTS AND PAYMENTS


 


4.1          RENT
ADJUSTMENTS


 


(a)          From
and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date,
as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year
in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows:


 


(1)          The
Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar
year), monthly during the Term with the payment of Monthly Base Rent;


 


(2)          The
Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly
during the Term with the payment of Monthly Base Rent; and


 


(3)          Any
Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to
Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or
partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year).


 


(b)          On
or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may
estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar
year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord
may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide
a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in
Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months
preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until
Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout
the Term.


 








    16 


     


    

 


(c)          For
purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year
during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or
partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating
Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and
the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year).
In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term,
then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property
had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply
under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord
would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion,
from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost
that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.


 


4.2          STATEMENT
OF LANDLORD


 


As soon as practical after
the expiration of each calendar year, Landlord will furnish Tenant with a statement respecting the prior calendar year (“Landlord’s
Statement”) showing the following:


 


(a)          Operating
Expenses and Taxes for such calendar year;


 


(b)          The
amount of Rent Adjustments due Landlord for the last calendar year, less credit for Rent Adjustment Deposits paid, if any; and


 


(c)          Any
change in the Rent Adjustment Deposit due monthly in the current calendar year, including the amount or revised amount due for months
preceding any such change pursuant to Landlord’s Statement.


 


Tenant shall pay to
Landlord within ten (10) days after receipt of such statement any amounts for Rent Adjustments then due in accordance with
Landlord’s Statement. Any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the Rent
Adjustment Deposit next coming due, or refunded to Tenant if the Term has already expired, provided Tenant is not in default
hereunder. No interest or penalties shall accrue on any amounts that Landlord is obligated to credit or refund to Tenant by reason
of this Section 4.2. Landlord’s failure to deliver Landlord’s Statement or to compute the amount of the Rent
Adjustments shall not constitute a waiver by Landlord of its right to deliver such items nor constitute a waiver or release of
Tenant’s obligations to pay such amounts. The Rent Adjustment Deposit shall be credited against Rent Adjustments due for the
applicable calendar year (or partial calendar year). During the last complete calendar year or during any partial calendar year in
which this Lease terminates, Landlord may include in the Rent Adjustment Deposit its estimate of Rent Adjustments which might not be
finally determined until after the termination of this Lease. Tenant’s obligation to pay Rent Adjustments survives the
expiration or termination of this Lease. Notwithstanding the foregoing, in no event shall the sum of Monthly Base Rent and the Rent
Adjustments be less than the Monthly Base Rent payable under this Lease.


 






    17 


     


    

 


4.3          BOOKS
AND RECORDS


 


Landlord
shall maintain books and records showing Operating Expenses and Taxes in accordance with sound accounting and management practices,
consistently applied. Tenant or its representative (which representative shall be a certified public accountant licensed to do business
in the state in which the Property is located and whose primary business is certified public accounting and who shall not be paid on a
contingency basis) shall have the right, for a period of sixty (60) days following the date upon which Landlord’s Statement is delivered
to Tenant, to examine Landlord’s books and records with respect to the items in the foregoing statement of Operating Expenses and
Taxes during normal business hours, upon written notice, delivered at least five (5) business days in advance. Tenant shall pay for
all costs of such examination. If Tenant performs such examination, but does not object in writing to Landlord’s Statement within
ninety (90) days after Tenant’s receipt thereof, specifying the nature of the item in dispute and the reasons therefor, then Landlord’s
Statement shall be considered final and accepted by Tenant and Tenant shall be deemed to have waived its right to dispute Landlord’s
Statement. If Tenant does dispute any Landlord’s Statement, Tenant shall deliver a copy of any such audit to Landlord at the time
of notification of the dispute. If Tenant does not provide such notice of dispute and a copy of such audit to Landlord within such ninety
(90) day period, it shall be deemed to have waived such right to dispute Landlord’s Statement. Any amount due to Landlord as shown
on Landlord’s Statement, whether or not disputed by Tenant as provided herein shall be paid by Tenant when due as provided above,
without prejudice to any such written exception. In no event shall Tenant be permitted to examine Landlord’s records or to dispute
any statement of Operating Expenses and Taxes unless Tenant has paid and continues to pay all Rent when due. Upon resolution of any dispute
with respect to Operating Expenses and Taxes, Tenant shall either pay Landlord any shortfall or Landlord shall credit Tenant with respect
to any overages paid by Tenant. The records obtained by Tenant shall be treated as confidential and neither Tenant nor any of its representatives
or agents shall disclose or discuss the information set forth in the audit to or with any other person or entity (the “Confidentiality
Requirement”). Tenant shall indemnify and hold Landlord harmless for any losses or damages arising out of the breach of the Confidentiality
Requirement.


 


4.4          TENANT
OR LEASE SPECIFIC TAXES


 


In addition to Monthly Base
Rent, Rent Adjustments, Rent Adjustment Deposits and other charges to be paid by Tenant, Tenant shall pay to Landlord, upon demand, any
and all taxes payable by Landlord (other than federal or state inheritance, general income, gift or estate taxes) whether or not now customary
or within the contemplation of the parties hereto: (a) upon, allocable to, or measured by the Rent payable hereunder, including any
gross receipts tax or excise tax levied by any governmental or taxing body with respect to the receipt of such Rent; or (b) upon
or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the
Premises or any portion thereof; or (c) upon the measured value of Tenant’s personal property located in the Premises or in
any storeroom or any other place in the Premises or the Property, or the areas used in connection with the operation of the Property,
it being the intention of Landlord and Tenant that, to the extent possible, such personal property taxes shall be billed to and paid directly
by Tenant; (d) resulting from any Landlord Work, Tenant Work, Tenant Alterations, or any other improvements to the Premises, whether
title thereto is in Landlord or Tenant; or (e) upon this transaction. Taxes or supplemental taxes paid by Tenant pursuant to this
Section 4.4 shall not be included in any computation of Taxes payable pursuant to Sections 4.1 and 4.2, but standard property management
fees shall apply to any such payments.


 






    18 


     


    

 





 


Article 5

SECURITY


 


(a)            Simultaneously
with Tenant’s execution and delivery of this Lease to Landlord, Tenant shall pay Landlord in immediately available funds the
cash amount of the Security Deposit for the full and faithful performance by Tenant of each and every term, provision,
covenant, and condition of this Lease. If Tenant fails timely to perform any of the terms, provisions, covenants and conditions of
this Lease or any other document executed by Tenant in connection with this Lease, then Landlord may use, apply, or retain the whole
or any part of the Security Deposit for the payment of any Rent not paid when due, for the cost of repairing any damage, for the
cost of cleaning the Premises, for the payment of any other sum which Landlord may expend or may be required to expend by reason of
Tenant’s failure to perform, and otherwise for compensation of Landlord for any other loss or damage to Landlord occasioned by
Tenant’s failure to perform, including, but not limited to, any loss of future Rent and any damage or deficiency in the
reletting of the Premises (whether such loss, damages or deficiency accrue before or after summary proceedings or other reentry by
Landlord) and the amount of the unpaid past Rent, future Rent loss, and all other losses, costs and damages, that Landlord would be
entitled to recover if Landlord were to pursue recovery under Section 11.2(b) or (c) of this Lease or California
Civil Code Section 1951.2 or 1951.4 (and any supplements, amendments, replacements and substitutions thereof and therefor from
time to time). If Landlord so uses, applies or retains all or part of the Security Deposit, Tenant shall within five
(5) business days after demand pay or deliver to Landlord in immediately available funds the sum necessary to replace the
amount used, applied or retained. If Tenant has fully and faithfully performed and observed all of Tenant’s obligations under
the terms, provisions, covenants and conditions of this Lease, the Security Deposit (except any amount retained for application by
Landlord as provided herein) shall be returned to Tenant with thirty (30) days after the latest of: (i) the Expiration Date;
(ii) the removal of Tenant from the Premises; or (iii) the surrender of the Premises by Tenant to Landlord in accordance
with this Lease, or such longer time as may be permissible under Law; provided, however, in no event shall any such return be
construed as an admission by Landlord that Tenant has performed all of its obligations hereunder.


  






    19


     


    

 


(b)            The
Security Deposit shall not be deemed an advance rent deposit or an advance payment of any kind, or a measure of Landlord’s damages
with respect to Tenant’s failure to perform, nor shall any action or inaction of Landlord with respect to it or its use or application
be a waiver of, or bar or defense to, enforcement of any right or remedy of Landlord. Landlord shall not be required to keep the Security
Deposit separate from its general funds and shall not have any fiduciary duties or other duties (except as set forth in this Section)
concerning the Security Deposit. Tenant shall not be entitled to any interest on the Security Deposit. In the event of any sale, lease
or transfer of Landlord’s interest in the Building, Landlord shall have the right to transfer the Security Deposit, or balance thereof,
to the transferee and any such transfer shall release Landlord from all liability for the return of the Security Deposit. Tenant thereafter
shall look solely to such transferee for the return or payment of the Security Deposit. Tenant shall not assign or encumber or attempt
to assign or encumber the Security Deposit or any interest in it and Landlord shall not be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance, and regardless of one or more assignments of this Lease, Landlord may return the Security
Deposit to the original Tenant without liability to any assignee. Tenant hereby waives any and all rights of Tenant under the provisions
of Section 1950.7 of the California Civil Code, and any and all rights of Tenant under all provisions of Law, now or hereafter enacted,
regarding security deposits.


 


Article 6

SERVICES


 


6.1            LANDLORD’S
GENERAL SERVICES


 


(a)            Landlord
shall furnish the following services the cost of which services shall be included in Operating Expenses or paid directly by Tenant to
the utility or service provider:


 


(1)            heat,
ventilation and air-conditioning (“HVAC”) in the Premises during Standard Operating Hours as necessary in Landlord’s
reasonable judgment for the comfortable occupancy of the Premises under normal business office and laboratory operations, and outside
of Standard Operating Hours, HVAC shall be set to minimum safe setback levels for laboratory operations, operating 24 hours a day, 7 days
a week, subject to compliance with all applicable voluntary and mandatory regulations and Laws;


 


(2)            tempered
and cold water for normal and customary use in the Premises and in lavatories in common with other tenants from the regular supply of
the Building;


 


(3)            customary
cleaning and janitorial services in the Common Areas five (5) days per week, excluding National Holidays;


 


(4)            washing
of the outside windows in the Premises weather permitting at intervals determined by Landlord; and


 


(5)            automatic
passenger elevator service in common with other tenants of the Building. Freight elevator service, if any, will be subject to reasonable
scheduling by Landlord.


 


(b)            Landlord
shall provide a security program for the Building (but not individually for Tenant or the Premises), the cost of which program shall be
an Operating Expense. Landlord shall not be liable in any manner to Tenant or any other Tenant Parties for any acts (including criminal
acts) of others, or for any direct, indirect, or consequential damages, or any injury or damage to, or interference with, Tenant’s
business, including, but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill
or loss of use, or other loss or damage, bodily injury or death, related to any malfunction, circumvention or other failure of any security
program, or for the failure of any security program to prevent bodily injury, death, or property damage, or loss, or to apprehend any
person suspected of causing such injury, death, damage or loss.


 






    20


     


    

 





(c)            So
long as this Lease is in full force and effect and Tenant has paid all Rent then due, Landlord shall furnish to the Premises replacement
lamps, bulbs, ballasts and starters used in any normal Building lighting installed in the Premises, except that if the replacement or
repair of such items is a result of negligence of Tenant, its employees, agents, servants, licensees, subtenants, contractors or invitees,
such cost shall be paid by Tenant within ten (10) days after notice from Landlord and shall not be included as part of Operating
Expenses.


 


(d)            If
Tenant uses heat generating machines or equipment in the Premises to an extent which adversely affects the temperature otherwise maintained
by the air-cooling system or whenever the occupancy or electrical load adversely affects the temperature otherwise maintained by the air-cooling
system, Landlord reserves the right to install or to require Tenant to install supplementary air-conditioning units in the Premises. Tenant
shall bear all costs and expenses related to the installation, maintenance and operation of such units.


 


(e)            Tenant
shall pay Landlord at rates fixed by Landlord for all tenants in the Building, charges for all water furnished to the Premises beyond
that described in Section 6.1(a)(2), including the expenses of installation of a water line, meter and fixtures.


 


(f)            On
and after the Phase I Commencement Date, Landlord agrees that in the event of an interruption of power to the Building, Tenant may connect
Tenant loads (including back-up of all of Tenant’s cold storage and incubators) to the emergency generator serving the Building
(the “Emergency Generator”) on the following conditions: (i) Tenant loads to the Emergency Generator shall in no event
exceed Tenant’s Share of the kVA capacity of the Emergency Generator Landlord elects to make available for shared use by tenants
of the Building; (ii) any use of the Emergency Generator, including the duration of use, shall be subject to the requirements and
limitations (if any) imposed by applicable Law; and (iii) in the event of an emergency causing an interruption of power to any portion
of the Building, Landlord may, in its reasonable discretion, immediately shed or shut down Tenant loads (an “Emergency Shut Down”)
to the extent necessary to redirect the power from the Emergency Generator (“Emergency Generator Power”) to the Building’s
emergency/life-safety systems (e.g., elevators, fire-life safety and emergency lighting). To the extent Landlord’s load shedding
equipment accommodates shedding Tenant loads in stages, then Landlord shall use commercially reasonable good-faith efforts to shed Tenant
loads in a priority which Tenant has delivered to Landlord in writing. Notwithstanding anything to the contrary herein, Tenant acknowledges
that the Emergency Generator and any transfer switch may be exercised on a periodic basis, such exercise to be conducted by Landlord or
the Building Management Staff at Landlord’s reasonable discretion. Tenant further acknowledges that annual maintenance procedures
require that the Emergency Generator be taken off-line and that an annual full load test be performed on an annual basis, which test shall
be conducted by Landlord or the Building Management Staff at Landlord’s reasonable discretion; provided, however, Landlord shall
give Tenant not less than five (5) business days’ prior written notice thereof. Landlord shall not be liable to Tenant, and
Tenant shall not be entitled to any abatement of rent or other recourse in the event that Emergency Generator Power is not available for
any reason. Landlord’s actual out-of-pocket cost of maintenance, repair and testing of the Emergency Generator shall be included
in Operating Expenses.


 






    21


     


    

 


6.2            UTILITIES
AND JANITORIAL SERVICES


 


All utility services
used in the production of heating and cooling and air supply and exhaust from the central HVAC systems serving the Building and
Premises, including, without limitation, electricity and gas, as well as water and sewer services, shall constitute Operating
Expenses. All utility services used by Tenant within the Premises, including, without limitation, electricity and gas, shall be paid
for by Tenant either through a separate charge or as part of Operating Expenses. Such charges shall be based upon Tenant’s
usage, which usage: (a) as to electricity, other than overhead lighting, shall be measured by a separate meter or sub-meter to
be installed as part of the Tenant Work, and paid by Tenant within 15 days after billing as additional Rent under this Lease; and
(b) as to all other utilities, shall either be reasonably estimated by Landlord and paid by Tenant within 15 days after billing
as additional Rent under this Lease or included in Operating Expenses. In addition, Tenant shall provide its own janitorial services
to the Premises, using a janitorial service reasonably acceptable to Landlord or shall make arrangements with Landlord for Landlord,
through Landlord’s vendors, to perform such Premises cleaning services, and shall pay the costs thereof directly to Landlord.
Notwithstanding any provision of this Lease to the contrary, Tenant shall not make any alterations or additions to the electric
equipment or systems, in each instance, without the prior written approval of Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed so long as such alterations or additions (i) do not exceed the capacity of the wiring, feeders
and risers and (ii) are in compliance with the City’s building code. Tenant’s use of electric current shall at no
time exceed the capacity of the wiring, feeders and risers providing electric current to the Premises or the Building. The consent
of Landlord to the installation of electric equipment shall not relieve Tenant from the obligation to limit usage of electricity to
no more than such capacity.


 


6.3            ADDITIONAL
AND AFTER HOUR SERVICES


 


At Tenant’s written
request, Landlord shall furnish additional quantities of any of the services or utilities specified in Section 6.1, if Landlord can
reasonably do so, on the terms set forth herein. For services or utilities requested by Tenant and furnished by Landlord, Tenant shall
pay to Landlord as a charge therefor Landlord’s prevailing rates charged from time to time for such services and utilities, as additional
Rent under this Lease. Without limiting the generality of the foregoing, for HVAC service outside of Standard Operating Hours, Landlord’s
prevailing rate as of the date of this Lease includes a one (1) hour minimum per activation. If Tenant shall fail to make any such
payment, Landlord may, upon notice to Tenant and in addition to Landlord’s other remedies under this Lease, discontinue any or all
of such additional services.


 






    22


     


    

 


6.4            TELEPHONE
SERVICES


 


All telephone and communication
connections which Tenant may desire shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion,
and the location of all Cables and the work in connection therewith shall be performed by contractors approved by Landlord and shall be
subject to the direction of Landlord and in compliance with Landlord’s then current Building standards for Cable installation. Landlord
reserves the right to designate and control the entity or entities providing Cable installation, removal, repair and maintenance in the
Building and to restrict and control access to telephone cabinets or panels. In the event Landlord designates a particular vendor or vendors
to provide such Cable installation, removal, repair and maintenance for the Building, Tenant agrees to abide by and participate in such
program. Tenant shall be responsible for and shall pay, as additional Rent under this Lease, all costs incurred in connection with the
installation of Cables in the Premises, including any hook-up, access and maintenance fees related to the installation of such Cables
in the Premises and the commencement of service therein, and the maintenance thereafter of such Cables; and there shall be included in
Operating Expenses for the Building all installation, removal, hook-up or maintenance costs incurred by Landlord in connection with Cables
serving the Building which are not allocable to any individual users of such service but are allocable to the Building generally. If Tenant
fails to maintain all Cables in the Premises and such failure affects or interferes with the operation or maintenance of any other Cables
serving the Building, Landlord or any vendor hired by Landlord may enter into and upon the Premises forthwith and perform such repairs,
restorations or alterations as Landlord deems necessary in order to eliminate any such interference (and Landlord may recover from Tenant
all of Landlord’s costs in connection therewith). If required by Landlord, no later than the Termination Date Tenant shall remove
all Cables installed by Tenant for and during Tenant’s occupancy and surrender the installation in a condition previously approved
by Landlord. Tenant agrees that neither Landlord nor any of its agents or employees shall be liable to Tenant, or any of Tenant’s
employees, agents, customers or invitees or anyone claiming through, by or under Tenant, for any damages, injuries, losses, expenses,
claims or causes of action because of any interruption, diminution, delay or discontinuance at any time for any reason in the furnishing
of any telephone or other communication service to the Premises and the Building.


  


6.5            DELAYS
IN FURNISHING SERVICES


 


Tenant agrees that
Landlord shall not be in breach of this Lease nor be liable to Tenant for damages or otherwise, for any failure to furnish, or a
delay in furnishing, or a change in the quantity or character of any service when such failure, delay or change is occasioned, in
whole or in part, by repairs, improvements or mechanical breakdowns, by the act or default of Tenant or other parties or by an event
of Force Majeure. No such failure, delay or change shall be deemed to be an eviction or disturbance of Tenant’s use and
possession of the Premises, or relieve Tenant from paying Rent or from performing any other obligations of Tenant under this Lease,
without any deduction or offset. Failure to any extent to make available, or any slowdown, stoppage, or interruption of, the
specified utility services resulting from any cause, including changes in service provider or Landlord’s compliance with any
voluntary or similar governmental or business guidelines now or hereafter published or any requirements now or hereafter established
by any governmental agency, board, or bureau having jurisdiction over the operation of the Property, shall not render Landlord
liable in any respect for damages to either persons, property, or business, nor be construed as an eviction of Tenant or work an
abatement of Rent, nor relieve Tenant of Tenant’s obligations for fulfillment of any covenant or agreement hereof. Should any
equipment or machinery furnished by Landlord break down or for any cause cease to function properly, Landlord shall use reasonable
diligence to repair same promptly, but Tenant shall have no claim for abatement of Rent or damages on account of any interruption of
service occasioned thereby or resulting therefrom. Tenant hereby waives any benefits of any applicable existing or future Law,
including the provisions of California Civil Code section 1932(1), permitting the termination of this Lease due to such
interruption, failure or inability.


 






    23


     


    

 


6.6            CHOICE
OF SERVICE PROVIDER


 


Tenant acknowledges that Landlord
may, at Landlord’s sole option, to the extent permitted by applicable law, elect to change, from time to time, the company or companies
which provide services (including electrical service, gas service, water, telephone and technical services) to the Building, the Premises
and/or its occupants. Notwithstanding anything to the contrary set forth in this Lease, Tenant acknowledges that Landlord has not and
does not make any representations or warranties concerning the identity or identities of the company or companies which provide services
to the Building and the Premises or its occupants, and Tenant acknowledges that the choice of service providers and matters concerning
the engagement and termination thereof shall be solely that of Landlord. The foregoing provision is not intended to modify, amend, change
or otherwise derogate any provision of this Lease concerning the nature or type of service to be provided or any specific information
concerning the amount thereof to be provided. Tenant agrees to cooperate with Landlord and each of its service providers in connection
with any change in service or provider.


  


6.7            SIGNAGE


 


(a)            Standard
Signage. Initial Building standard signage for Tenant will be installed by Landlord in the directory in the main lobby of the Building.
As of the Phase I Rent Commencement Date, Landlord also shall install signage for Tenant in the listing of tenants in the elevator lobby
for the floor on which the Premises is located and at Tenant’s main entry door to the Premises, all at Tenant’s sole cost
and expense. As of the Phase II Rent Commencement Date, Tenant shall have exclusive signage rights in the elevator lobby for the floor
on which the Premises is located, at Tenant’s sole cost and expense. Any change in such initial signage shall be only with Landlord’s
prior written consent, shall conform to Building standard signage and shall be at Tenant’s sole cost and expense.


 


(b)            Exterior
Sign. In addition to the signage identified in Section 6.7(a) above, Tenant shall be entitled to one sign panel on any available
monument signage for the Building, to the extent Landlord offers such sign panel rights to any other full-floor tenants in the Building
(as applicable, “Tenant’s Exterior Sign”). Landlord shall have the right to reasonably approve the plans and specifications
for the design and installation of Tenant’s Exterior Sign, the identity of any contractor or subcontractor to be employed on the
work of installing Tenant’s Sign, and the time for performance of such work. Any and all maintenance and repair relating to Tenant’s
Exterior Sign shall be the sole responsibility of Tenant. Tenant shall promptly perform such maintenance and repair obligations in a good
and workmanlike manner, such that Tenant’s Sign appears and operates at all times in the manner intended at the time it was designed
and installed. All costs pertaining to the design, installation, operation, maintenance, repair and removal of Tenant’s Exterior
Sign or any part thereof shall be paid by Tenant when due. The provisions of this Lease pertaining to mechanic’s liens shall apply
to Tenant’s Exterior Sign. Notwithstanding anything to the contrary contained herein, Tenant’s rights under this Section 6.7(b) are
personal to Named Tenant and shall not be assigned or assignable, in whole or in part, to any third party. Any assignment or other transfer
of such rights by Named Tenant shall be void and of no force or effect. Without limiting the generality of the foregoing, no sublessee
of the Premises shall be permitted to exercise the rights granted to Named Tenant under this Section 6.7(b).


 






    24


     


    

 


Article 7

USE OF PREMISES; LANDLORD’S ACCESS RIGHTS


  


7.1            USE
OF PREMISES


 


(a)            Tenant
shall occupy and use the Premises only for the uses specified in Section 1.1 to conduct Tenant’s business. Tenant shall not
occupy or use the Premises (or permit the use or occupancy of the Premises) for any purpose or in any manner which: (1) is unlawful
or in violation of any Law or Hazardous Materials Law; (2) may be dangerous to persons or property or which may increase the cost
of, or invalidate, any policy of insurance carried on the Building or covering its operations; (3) is contrary to or prohibited by
the terms and conditions of this Lease or the rules of the Building set forth in Article 18; (4) would tend to create or
continue a nuisance; or (5) in any manner that will cause the Building or any part thereof not to conform with the Project’s
Sustainability Practices or the certification of the Building’s core and shell issued pursuant to the applicable Green Building
Standards.


 


(b)            Landlord
shall provide Tenant access to the Premises 24 hours per day, 7 days per week and 365/366 days per year through access card keys,
the cost of which shall be paid by Tenant within thirty (30) days of Landlord’s demand therefor, and Tenant shall place
a deposit for such cards with Landlord to cover lost cards or cards which are not returned at the end of the Term.


 


(c)            Landlord
and Tenant acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) and regulations and guidelines
promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ADA”)
establish requirements for business operations, accessibility and barrier removal, and that such requirements may or may not apply to
the Premises, the Building and the Project depending on, among other things: (1) whether Tenant’s business is deemed a “public
accommodation” or “commercial facility”, (2) whether such requirements are “readily achievable”, and
(3) whether a given alteration affects a “primary function area” or triggers “path of travel” requirements.
The parties hereby agree that: (a) Landlord shall be responsible for ADA Title III compliance in the Common Areas (including the
restrooms), except as provided below, (b) Tenant shall be responsible for ADA Title III compliance in the Premises, including any
Leasehold Improvements or other work to be performed in the Premises under or in connection with this Lease, (c) Landlord may perform,
or require that Tenant perform, and Tenant shall be responsible for the cost of, ADA Title III “path of travel” requirements
triggered by Tenant Additions in the Premises (but Tenant shall not be responsible for the cost of “path of travel” requirements
in the Common Areas), and (d) Landlord may perform, or require Tenant to perform, and Tenant shall be responsible for the cost of,
ADA Title III compliance in the Common Areas necessitated by the Building being deemed to be a “public accommodation” instead
of a “commercial facility” as a result of Tenant’s use of the Premises. Tenant shall be solely responsible for requirements
under Title I of the ADA relating to Tenant’s employees.


 


(d)            Landlord
and Tenant agree to cooperate and use commercially reasonable efforts to participate in traffic management programs generally applicable
to businesses located in or about the area and Tenant shall encourage and support van, shuttle service, and carpooling by, and staggered
and flexible working hours for, its office workers and service employees to the extent reasonably permitted by the requirements of Tenant’s
business. Neither this Section or any other provision of this Lease is intended to or shall create any rights or benefits in any
other person, firm, company, governmental entity or the public.


 






    25


     


    

  


(e)            Tenant
agrees to cooperate with Landlord and to comply with any and all guidelines or controls concerning energy management and usage disclosure
imposed upon Landlord by federal or state governmental organizations or by any energy conservation association to which Landlord is a
party or which is applicable to the Building, including, without limitation, the requirements of California’s Nonresidential Building
Energy Use Disclosure Program, as more particularly specified in California Public Resources Code Sections 25402.10 et seq. and regulations
adopted pursuant thereto. Further, Tenant hereby authorizes (and agrees that Landlord shall have the authority to authorize) any electric
or gas utility company providing service to the Building to disclose from time to time so much of the data collected and maintained by
it regarding Tenant’s energy consumption data as may be necessary to cause the Building to participate in the ENERGY STAR® Portfolio
Manager system and similar programs; and Tenant further authorizes Landlord to disclose information concerning energy use by Tenant, either
individually or in combination with the energy use of other tenants, as applicable as Landlord determines to be necessary to comply with
applicable Laws pertaining to the Building or Landlord’s ownership thereof.


 


(f)            Hazardous
Materials.


 


(1)            Definitions.
The following terms shall have the following meanings for purposes of this Lease:


 


(i)            “Biohazardous
Materials” means any and all substances and materials defined or referred to as “medical waste,” “biological waste,”
 “biohazardous waste,” “biohazardous material” or any other term of similar import under any Hazardous Materials
Laws, including (but not limited to) California Health & Safety Code Sections 25105 et seq., and any regulations promulgated
thereunder, as amended from time to time.


 


(ii)            “Chemical
Control Area Plan” means that certain plan for the use and storage of Hazardous Materials in the Building created by Landlord and
approved by the City.


 


(iii)            “Environmental
Condition” means the Release of any Hazardous Materials in, over, on, under, through, from or about the Project (including, but
not limited to, the Premises).


 


(iv)            “Environmental
Damages” means all claims, suits, judgments, damages, losses, penalties, fines, liabilities, encumbrances, liens, costs and
expenses of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, arising out of or
in connection with any Environmental Condition, including, to the extent arising out of an Environmental Condition, without
limitation: (A) damages for personal injury, or for injury or damage to the Project or natural resources occurring on or off
the Project, including without limitation (1) any claims brought by or on behalf of any person, (2) any loss of, lost use
of, damage to or diminution in value of any Project or natural resource, and (3) costs of any investigation, remediation,
removal, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency
or political subdivision, or otherwise reasonably necessary to protect the public health or safety, whether on or off the Project;
(B) reasonable fees incurred for the services of attorneys, consultants, contractors, experts and laboratories in connection
with the preparation of any feasibility studies, investigations or reports or the performance of any work described above;
(C) any liability to any third person or governmental agency to indemnify such person or agency for costs expended or
liabilities incurred in connection with any items described in clause (A) or (B) above; (D) any fair market or fair
market rental value of the Project; and (E) the amount of any penalties, damages or costs a party is required to pay or incur
in excess of that which the party otherwise would reasonably have expected to pay or incur absent the existence of the applicable
Environmental Condition.


 






    26


     


    

  


(v)            “Handling”
or “Handles”, when used with reference to any substance or material, includes (but is not limited to) any receipt,
storage, use, generation, Release, transportation, treatment or disposal of such substance or material.


 


(vi)            “Hazardous
Materials” means any and all chemical, explosive, biohazardous, radioactive or otherwise toxic or hazardous materials or hazardous
wastes, including without limitation any asbestos-containing materials, PCB’s, CFCs, petroleum and derivatives thereof, Radioactive
Materials, Biohazardous Materials, Hazardous Wastes, any other substances defined or listed as or meeting the characteristics of a hazardous
substance, hazardous material, Hazardous Waste, toxic substance, toxic waste, biohazardous material, biohazardous waste, biological waste,
medical waste, radiation, radioactive substance, radioactive waste, or other similar term, as applicable, under any law, statute, ordinance,
code, rule, regulation, directive, order, condition or other written requirement enacted, promulgated or issued by any public officer
or governmental or quasi-governmental authority, whether now in force or hereafter in force at any time or from time to time to protect
the environment or human health, and/or any mixed materials, substances or wastes containing more than one of the foregoing categories
of materials, substances or wastes.


 


(vii)            “Hazardous
Materials Laws” means, collectively, (A) the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
42 U.S.C. Sections 9601-9657, (B) the Hazardous Materials Transportation Act of 1975, 49 U.S.C. Sections 1801-1812, (C) the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901-6987 (together with any amendments thereto, any regulations
thereunder and any amendments to any such regulations as in effect from time to time, “RCRA”), (D) the California Carpenter-Presley-Tanner
Hazardous Substance Account Act, California Health & Safety Code Sections 25300 et seq., (E) the Hazardous Materials
Release Response Plans and Inventory Act, California Health & Safety Code Sections 25500 et seq., (F) the California
Hazardous Waste Control Law, California Health & Safety Code Sections 25100 et seq. (together with any amendments thereto,
any regulations thereunder and any amendments to any such regulations as in effect from time to time, the “CHWCL”), (G) California
Health & Safety Code Sections 25015-25027.8, (H) any amendments to or successor statutes to any of the foregoing, as
adopted or enacted from time to time, (I) any regulations or amendments thereto promulgated pursuant to any of the foregoing from
time to time, (J) any Laws relating to Biohazardous Materials, including (but not limited to) any regulations or requirements with
respect to the shipping, use, decontamination and disposal thereof, and (K) any other Law now or at any time hereafter in effect
regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials, including (but not limited to)
any requirements or conditions imposed pursuant to the terms of any orders, permits, licenses, registrations or operating plans issued
or approved by any governmental or quasi-governmental authority from time to time either on a Project-wide basis or in connection with
any Handling of Hazardous Materials in, on or about the Premises or the Project.


 






    27


     


    

  


(viii)            “Hazardous
Wastes” means (A) any waste listed as or meeting the identified characteristics of a “hazardous waste” or terms
of similar import under RCRA, (B) any waste meeting the identified characteristics of a “hazardous waste”, “extremely
hazardous waste” or “restricted hazardous waste” under the CHWCL, and/or (C) any and all other substances and materials
defined or referred to as a “hazardous waste” or other term of similar import under any Hazardous Materials Laws.


 


(ix)            “Landlord’s
Contamination” means any Hazardous Materials which exist in, on, under or in the vicinity of the Project as of the date of this
Lease or which migrate onto or beneath the Project after termination of this Lease. Tenant shall not be required to pay any costs with
respect to the remediation or abatement of Landlord’s Contamination.


 


(x)            “Radioactive
Materials” means (A) any and all substances and materials the Handling of which requires an approval, consent, permit or
license from the Nuclear Regulatory Commission, (B) any and all substances and materials the Handling of which requires
a Radioactive Material License or other similar approval, consent, permit or license from the State of California, and (C) any
and all other substances and materials defined or referred to as “radiation,” a “radioactive material” or
 “radioactive waste,” or any other term of similar import under any Hazardous Materials Laws, including (but not limited
to) Title 26, California Code of Regulations Section 17-30100, and any statutes, regulations or other laws administered,
enforced or promulgated by the Nuclear Regulatory Commission.


 


(xi)            “Release”
means any accidental or intentional spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping, leaching, migrating,
dumping or disposing into the air, land, surface water, groundwater or the environment (including without limitation the abandonment or
discarding of receptacles containing any Hazardous Materials).


 


(xii)            “Tenant’s
Contamination” means any Hazardous Material Release on or about the Property by Tenant and/or any agents, employees, contractors,
vendors, suppliers, licensees, subtenants, and invitees of Tenant (individually, a “Tenant Party” and collectively, “Tenant
Parties”).


 


(2)            Handling
of Hazardous Materials. The parties acknowledge that Tenant wishes and intends to use all or a portion of the Premises as a bio-pharmaceutical
research and development facility in conformance with the conduct by Tenant of its business in accordance with the use specified in Section 1.1,
that such use, as conducted or proposed to be conducted by Tenant, would customarily include the Handling of Hazardous Materials, and
that Tenant shall therefore be permitted to engage in the Handling in the Premises of necessary and reasonable quantities of Hazardous
Materials customarily used in or incidental to the operation of a bio-pharmaceutical research, development preparation and/or dispensing
facility in conformance with business operations of Tenant in the manner conducted or proposed to be conducted by Tenant hereunder (“Permitted
Hazardous Materials”), provided that the Handling of such Permitted Hazardous Materials by all Tenant Parties shall at all times
comply with and be subject to all provisions of this Lease and all Laws, including all Hazardous Materials Laws, and with Landlord’s
Chemical Control Area Plan for the Building. Without limiting the generality of the foregoing, Tenant shall comply at all times with all
Hazardous Materials Laws applicable to any aspect of Tenant’s use of the Premises and the Project and of Tenant’s operations
and activities in, on and about the Premises and the Project, and shall ensure at all times that Tenant’s Handling of Hazardous
Materials in, on and about the Premises does not violate (x) the terms of any governmental licenses or permits applicable to the
Building (including, but not limited to, the Building Discharge Permit as defined below) or Premises or to Tenant’s Handling of
any Hazardous Materials therein, or (y) any applicable requirements or restrictions relating to the occupancy classification of the
Building and the Premises.


 






    28


     


    

 


(3)            Disposition
or Emission of Hazardous Materials. Tenant shall not Release or dispose of any Hazardous Materials, except to the extent authorized
by permit, at the Premises or on the Project, but instead shall arrange for off-site disposal, under Tenant’s own name and EPA waste
generator number (or other similar identifying information issued or prescribed by any other governmental authority with respect to Radioactive
Materials, Biohazardous Materials or any other Hazardous Materials) and at Tenant’s sole expense, in compliance with all applicable
Hazardous Materials Laws, with the Laboratory Rules and Regulations (defined below) and with all other applicable Laws and regulatory
requirements.


 


(4)            Information
Regarding Hazardous Materials. Tenant shall maintain and make available to Landlord the following information and/or documentation
upon demand:


 


(i)            An
inventory of all Hazardous Materials that Tenant receives, uses, handles, generates, transports, stores, treats or disposes of from time
to time, or at the time of preparation of such inventory proposes or expects to use, handle, generate, transport, store, treat or dispose
of from time to time, in connection with its operations at the Premises. Such inventory shall include, but shall separately identify,
any Hazardous Wastes, Biohazardous Materials and Radioactive Materials covered by the foregoing description. If such inventory includes
any Biohazardous Materials, Tenant shall also disclose in writing to Landlord the Biosafety Level designation associated with the use
of such materials.


 


(ii)            Copies
of all then existing permits, licenses, registrations and other similar documents issued by any governmental or quasi-governmental authority
that authorize any Handling of Hazardous Materials in, on or about the Premises or the Project by any Tenant Party.


 


(iii)            All
Material Safety Data Sheets (“MSDSs”), if any, required to be completed with respect to operations of Tenant at the Premises
from time to time in accordance with Title 26, California Code of Regulations Section 8-5194 or 42 U.S.C. Section 11021, or
any amendments thereto, and any Hazardous Materials Inventory Sheets that detail the MSDSs.


 


(iv)            All
hazardous waste manifests (as defined in Title 26, California Code of Regulations Section 22-66481), if any, that Tenant is required
to complete from time to time in connection with its operations at the Premises.


 






    29


     


    

 


(v)            A
copy of any “Hazardous Materials Business Plan” required from time to time with respect to Tenant’s operations at the
Premises pursuant to California Health & Safety Code Sections 25500 et seq., and any regulations promulgated thereunder,
as amended from time to time, or in connection with Tenant’s application for a business license from the City. If applicable law
does not require Tenant to prepare a Hazardous Materials Business Plan, Tenant shall furnish to Landlord at the times and in the manner
set forth above the information that would customarily be contained in a Hazardous Materials Business Plan, including (but not limited
to) information regarding Tenant’s Hazardous Materials inventories. The parties acknowledge that a Hazardous Materials Business
Plan would ordinarily include an emergency response plan, and that regardless of whether applicable Law requires Tenant or other tenants
in the Building to prepare Hazardous Materials Business Plans, Landlord in its discretion may elect to prepare a coordinated emergency
response plan for the entire Building and/or for multiple Buildings on the Project (if and to the extent applicable).


  


(vi)            Any
 “Contingency Plans and Emergency Procedures” required of Tenant from time to time, in connection with its operations at the
Premises, pursuant to applicable Law, Title 26, California Code of Regulations Sections 22-67140 et seq., and any amendments thereto,
and any “Training Programs and Records” required under Title 26, California Code of Regulations Section 22-66493, and
any amendments thereto from time to time. Landlord in its discretion may elect to prepare a Contingency Plan and Emergency Procedures
for the entire Building and/or for multiple buildings on the Project, in which event, if applicable law does not require Tenant to prepare
a Contingency Plan and Emergency Procedures for its operations at the Premises, Tenant shall furnish to Landlord at the times and in the
manner set forth above the information that would customarily be contained in a Contingency Plan and Emergency Procedures.


 


(vii)            Copies
of any biennial or other periodic reports furnished or required to be furnished to the California Department of Health Services from time
to time, under applicable law, pursuant to Title 26, California Code of Regulations Section 22-66493 and any amendments thereto,
relating to any Hazardous Materials.


 


(viii)            Copies
of any industrial wastewater discharge permits issued to or held by Tenant from time to time in connection with its operations at the
Premises (the parties presently anticipate, however, that because of the existence of the Building Discharge Permit in Landlord’s
name as described above. Tenant will not be required to maintain a separate, individual discharge permit).


 


(ix)            Copies
of any other lists, reports, studies, or inventories of Hazardous Materials or of any subcategories of materials included in Hazardous
Materials that Tenant is otherwise required to prepare and file from time to time with any governmental or quasi-governmental authority
in connection with Tenant’s operations at the Premises, including (but not limited to) reports filed by Tenant with the federal
Food & Drug Administration or any other regulatory authorities primarily in connection with the presence (or lack thereof) of
any “select agents” or other Biohazardous Materials on the Premises, together with proof of filing thereof.


 






    30


     


    

 


(x)            Any
other information reasonably requested by Landlord in writing from time to time in connection with (A) Landlord’s monitoring
(in Landlord’s reasonable discretion) and enforcement of Tenant’s obligations under this Section and of compliance with
applicable Laws in connection with any Handling or Release of Hazardous Materials in the Premises or Building or on or about the Project
by any Tenant Party, (B) any inspections or enforcement actions by any governmental authority pursuant to any Hazardous Materials
Laws or any other Laws relating to the presence or Handling of Hazardous Materials in the Premises or Building or on or about the Project
by any Tenant Party, and/or (C) Landlord’s preparation (in Landlord’s discretion) and enforcement of any reasonable rules and
procedures relating to the presence or Handling by Tenant or any Tenant Party of Hazardous Materials in the Premises or Building or on
or about the Project, including (but not limited to) any contingency plans or emergency response plans as described above. Except as otherwise
required by Law, Landlord shall keep confidential any information supplied to Landlord by Tenant pursuant to the foregoing, provided,
however, that the foregoing shall not apply to any information filed with any governmental authority or available to the public at large.
Landlord may provide such information to its lenders, consultants or investors provided such entities agree to keep such information confidential.


 


(5)            Indemnification;
Notice of Release. Tenant shall be responsible for and shall indemnify, defend and hold Landlord harmless from and against all
Environmental Damages to the extent arising out of or otherwise relating to, (i) any Handling of Hazardous Materials by any
Tenant Party in, on or about the Premises or the Project in violation of this Section, (ii) any breach of Tenant’s
obligations under this Section or of any Hazardous Materials Laws by any Tenant Party, or (iii) the existence of
any Tenant’s Contamination in, on or about the Premises or the Project to the extent caused by any Tenant Party, including
without limitation any removal, cleanup or restoration work and materials necessary to return the Project or any improvements of
whatever nature located on the Project to the condition existing prior to the Handling of Hazardous Materials in, on or about the
Premises or the Project by any Tenant Party. In the event of any Tenant’s Contamination in, on or about the Premises or any
other portion of the Project or any adjacent lands, Tenant shall promptly remedy the problem in accordance with all applicable
Hazardous Materials Laws, shall give Landlord oral notice of any such non-standard or non-customary Release promptly after Tenant
becomes aware of such Release, followed by written notice to Landlord within five (5) days after Tenant becomes aware of such
Release, and shall furnish Landlord with concurrent copies of any and all notices, reports and other written materials filed by any
Tenant Party with any governmental authority in connection with such Release. Tenant shall have no obligation to remedy any
Hazardous Materials contamination which was not caused or released by a Tenant Party.


 


(6)            Governmental
Notices. Tenant shall promptly provide Landlord with copies of all notices received by Tenant relating to any actual or alleged presence
or Handling by any Tenant Party of Hazardous Materials in, on or about the Premises or any other portion of the Project, including, without
limitation, any notice of violation, notice of responsibility or demand for action from any federal, state or local governmental authority
or official in connection with any actual or alleged presence or Handling by any Tenant Party of Hazardous Materials in or about the Premises
or any other portion of the Project.


 






    31


     


    

 


(7)            Inspection
by Landlord. In addition to, and not in limitation of, Landlord’s rights under this Lease, upon reasonable prior request by
Landlord, Tenant shall grant Landlord and its consultants, as well as any governmental authorities having jurisdiction over the Premises
or over any aspect of Tenant’s use thereof, reasonable access to the Premises at reasonable times to inspect Tenant’s Handling
of Hazardous Materials in, on and about the Premises, and Landlord shall not thereby incur any liability to Tenant or be deemed guilty
of any disturbance of Tenant’s use or possession of the Premises by reason of such entry; provided, however, that Landlord shall
use reasonable efforts to minimize interference with Tenant’s use of the Premises caused by such entry. Landlord shall comply with
any security precaution reasonably imposed by Tenant during any entry onto the Premises and shall minimize to the extent reasonably possible
any interference with Tenant’s use of the Premises caused by such entry. Notwithstanding Landlord’s rights of inspection and
review of documents, materials and physical conditions under this Section with respect to Tenant’s Handling of Hazardous Materials,
Landlord shall have no duty or obligation to perform any such inspection or review or to monitor in any way any documents, materials,
physical conditions or compliance with Laws in connection with Tenant’s Handling of Hazardous Materials, and no third Party shall
be entitled to rely on Landlord to conduct any such inspection, review or monitoring by reason of the provisions of this Section.


 


(8)            Monitoring
by Landlord. Landlord reserves the right to monitor, in Landlord’s reasonable discretion and at Landlord’s cost, the reasonable
cost of which shall be recoverable as an Operating Expense (except in the case of a breach of any of Tenant’s obligations under
this Section, in which event such monitoring costs may be charged back entirely to Tenant and shall be reimbursed by Tenant to Landlord
within ten (10) days after written demand by Landlord from time to time, accompanied by supporting documentation reasonably evidencing
the costs for which such reimbursement is claimed), at such times and from time to time as Landlord in its reasonable discretion may determine,
through consultants engaged by Landlord or otherwise as Landlord in its reasonable discretion may determine: (x) all aqueous and
atmospheric discharges and emissions from the Premises during the Term by a Tenant Party, (y) Tenant’s compliance and the collective
compliance of all tenants in the Building with requirements and restrictions relating to the occupancy classification of the Building
(including, but not limited to, Hazardous Materials inventory levels of Tenant and all other tenants in the Building), and (z) Tenant’s
compliance with all other requirements of this Section.


 


(9)            Discovery
of Discharge. If Landlord, Tenant or any governmental or quasi-governmental authority discovers any Release from the Premises during
the Term by a Tenant Party in violation of this Section that, in Landlord’s reasonable determination, jeopardizes the ability
of the Building or the Project to meet applicable Laws or otherwise adversely affects the Building’s or the Project’s compliance
with applicable discharge or emission standards, or if Landlord discovers any other breach of Tenant’s obligations under this Section,
then upon receipt of written notice from Landlord or at such earlier time as Tenant obtains actual knowledge of the applicable discharge,
emission or breach, Tenant at its sole expense shall within a reasonable time (x) in the case of a Release in violation of this Lease,
cease the applicable discharge or emission and remediate any continuing effects of the discharge or emission until such time, if any,
as Tenant demonstrates to Landlord’s reasonable satisfaction that the applicable discharge or emission is in compliance with all
applicable Laws and any other applicable regulatory commitments and obligations to the satisfaction of the appropriate governmental agency
with jurisdiction over the Release, and (y) in the case of any other breach of Tenant’s obligations under this Section, take
such corrective measures as Landlord may reasonably request in writing in order to cure or eliminate the breach as promptly as practicable
and to remediate any continuing effects of the breach.


 






    32


     


    

 


(10)            Post-Occupancy
Study. No later than fifteen (15) days following the Termination Date, Tenant at its sole cost and expense, shall obtain and deliver
to Landlord an environmental study, performed by an expert reasonably satisfactory to Landlord, evaluating, the presence or absence of
any Tenant’s Contamination in, on and about the Premises and the Project. Such study shall be based on a reasonable and prudent
level of tests and investigations of the Premises and surrounding portions of the Project (if appropriate) which tests shall be conducted
no earlier than fifteen (15) days prior to the Termination Date. Liability for any remedial actions required or recommended on the basis
of such study shall be allocated in accordance with the applicable provisions of this Lease. To the extent any such remedial actions are
the responsibility of Tenant, Tenant at its sole expense shall promptly commence and diligently pursue to completion the required remedial
actions.


 


(11)            Emergency
Response Plans. If Landlord in its reasonable discretion adopts any emergency response plan and/or any Contingency Plan and Emergency
Procedures for the Building (or for multiple buildings on the Project if and to the extent applicable) as contemplated above, Landlord
shall provide copies of any such plans and procedures to Tenant and, so long as such plans and procedures are reasonable, Tenant shall
comply with all of the requirements of such plans and procedures to the extent applicable to Tenant and/or the Premises. If Landlord elects
to adopt or materially modify any such plans or procedures that apply to the Building during the Term, Landlord shall consult with Tenant
and Tenant shall cooperate, in the preparation of such plans, procedures or modifications in efforts to accurately reflect and maintain
consistency with Tenant’s operations in the Premises, but Landlord alone shall determine, in its good faith reasonable discretion,
the appropriate scope of such consultation and nothing in this Section shall be construed to give Tenant any right of approval or
disapproval over Landlord’s adoption or modification of any such plans or procedures.


 


(12)            Radioactive
Materials. Without limiting any other applicable provisions of this Section, if Tenant Handles or proposes to Handle any Radioactive
Materials in or about the Premises, Tenant shall provide Landlord with copies of Tenant’s licenses or permits for such Radioactive
Materials and with copies of all radiation protection programs and procedures required under applicable Laws or otherwise adopted by Tenant
from time to time in connection with Tenant’s Handling of such Radioactive Materials. In addition, Tenant shall comply with any
and all rules and procedures issued by Landlord in its good faith discretion from time to time with respect to the Handling of Radioactive
Materials on the Project (such as, by way of example but not limitation, rules implementing a label defacement program for decayed
waste destined for common trash and/or rules relating to transportation and storage of Radioactive Materials on the Project), provided
that such rules and procedures shall be reasonable and not in conflict with any applicable Laws.


 


(13)            Deemed
Holdover Occupancy. Notwithstanding any other provisions of this Lease, Tenant expressly agrees as follows:


 


(i)            If
Tenant Handles any Radioactive Materials in or about the Premises or the Project during the Term, then for so long as any license or permit
relating to such Radioactive Materials remains open or valid following the Termination Date, and another entity handling Radioactive Materials
which is a prospective tenant of Landlord is legally prohibited from occupying a portion of the Premises for a use similar to Tenant’s
use, then Tenant shall be deemed to be occupying that portion of the Premises on a holdover basis without Landlord’s consent (notwithstanding
such otherwise applicable termination or expiration of the Term) and shall be required to continue to pay Rent and other charges in accordance
with Article 13 solely for that portion of the Premises effected by the radioactive materials license, until such time as all such
Radioactive Materials licenses and permits have been fully closed out in accordance with the requirements of this Lease and with all applicable
Hazardous Materials Laws and other Laws.


 






    33


     


    

 



 


(ii)            If
Tenant Handles any Hazardous Materials in or about the Premises or the Project during the Term and, on or before the Termination Date,
has failed to remove from the Premises or the Project all known Hazardous Materials Handled by a Tenant Party or has failed to complete
any remediation or removal of Tenant’s Contamination and/or to have fully remediated in compliance with the requirements of this
Lease and with all applicable Hazardous Materials Laws and any other applicable Laws, the Tenant’s Handling and/or Release (if applicable)
of any such Hazardous Materials during the Term, then for so long as such circumstances continue to exist, Tenant shall be deemed to be
occupying the Premises on a holdover basis without Landlord’s consent (notwithstanding such otherwise applicable termination or
expiration of the Term) and shall be required to continue to pay Rent and other charges in accordance with Article 13 until such
time as all such circumstances have been fully resolved in accordance with the requirements of this Lease and with all applicable Hazardous
Materials Laws and other Laws.


 


(14)         Survival
of Obligations. Each party’s obligations under this Section shall survive the Termination Date and shall survive any
conveyance by Landlord of its interest in the Premises. The provisions of this Section and any exercise by either party
of any of the rights and remedies contained herein shall be without prejudice to any other rights and remedies that such party may
have under this Lease or under applicable Law with respect to any Environmental Conditions and/or any Hazardous Materials. Either
party’s exercise or failure to exercise, at any time or from time to time, any or all of the rights granted in this
Section shall not in any way impose any liability on such party or shift from the other party to such party any responsibility
or obligation imposed upon the other party under this Lease or under Hazardous Materials Laws, Environmental Conditions and/or
compliance with Laws.


 


(15)         Laboratory
Rules and Regulations. Tenant agrees for itself and for its subtenants, employees, agents, and invitees to comply with the laboratory
rules and regulations (“Laboratory Rules and Regulations”) attached to this Lease as Exhibit C-1 and
with all reasonable modifications and additions thereto which Landlord may make from time to time.


 


7.2           LANDLORD
ACCESS TO PREMISES; APPROVALS


 


(a)            Tenant
shall permit Landlord to erect, use and maintain pipes, ducts, wiring and conduits in and through the Premises, so long as Tenant’s
use, layout or design of the Premises is not materially affected or altered. Landlord or Landlord’s agents shall have the right
to enter upon the Premises in the event of an emergency, or to inspect the Premises, to perform any services required hereunder, to conduct
safety and other testing in the Premises and to make such repairs, alterations, improvements or additions to the Premises or the Building
or other parts of the Property as Landlord may deem necessary or desirable (including all alterations, improvements and additions in connection
with a change in service provider or providers). Any entry or work by Landlord may be during Standard Operating Hours and Landlord shall
use reasonable efforts to ensure that any entry or work shall not materially interfere with Tenant’s occupancy of the Premises.


 






    34 


     


    

 


(b)            Advance
notice shall not be required for entry in the event of an emergency or urgent situation, as reasonably determined by Landlord, but any
other entry or work by Landlord shall be upon at least one (1) business day’s prior notice to Tenant, which notice may be delivered
orally or by e-mail to Tenant’s on-site manager at the Premises. If Tenant shall not be personally present to permit an entry into
the Premises when for any reason an entry therein shall be necessary or permissible, Landlord (or Landlord’s agents), after attempting
to notify Tenant (unless Landlord believes an emergency situation exists), may enter the Premises without rendering Landlord or its agents
liable therefor, and without relieving Tenant of any obligations under this Lease.


 


(c)            Landlord
may enter the Premises for the purpose of conducting such inspections, tests and studies as Landlord may deem desirable or necessary to
confirm Tenant’s compliance with all Laws and Hazardous Materials Laws or for other purposes necessary in Landlord’s reasonable
judgment to ensure the sound condition of the Property and the systems serving the Property. Landlord’s rights under this Section 7.2(c) are
for Landlord’s own protection only, and Landlord has not, and shall not be deemed to have assumed, any responsibility to Tenant
or any other party as a result of the exercise or non-exercise of such rights, for compliance with Laws or Hazardous Materials Laws or
for the accuracy or sufficiency of any item or the quality or suitability of any item for its intended use.


 


(d)            Landlord
may do any of the foregoing, or undertake any of the inspection or work described in the preceding paragraphs without such action constituting
an actual or constructive eviction of Tenant, in whole or in part, or giving rise to an abatement of Rent by reason of loss or interruption
of business of Tenant, or otherwise.


 


(e)            The
review, approval or consent of Landlord with respect to any item required or permitted under this Lease is for Landlord’s own protection
only, and Landlord has not, and shall not be deemed to have assumed, any responsibility to Tenant or any other party, as a result of the
exercise or non-exercise of such rights, for compliance with Laws or Hazardous Materials Laws or for the accuracy or sufficiency of any
item or the quality or suitability of any item for its intended use.


 


7.3           QUIET
ENJOYMENT


 


Landlord covenants, in lieu
of any implied covenant of quiet possession or quiet enjoyment, that so long as Tenant is in compliance with the covenants and conditions
set forth in this Lease, Tenant shall have the right to quiet enjoyment of the Premises without hindrance or interference from Landlord
or those claiming through Landlord, and subject to the covenants and conditions set forth in this Lease and to the rights of any Mortgagee
or ground lessor.


 






    35 


     


    

 


7.4          TRANSPORTATION
DEMAND MANAGEMENT PROGRAM


 


(a)          Landlord
may elect or may be required to develop and implement a Transportation Demand Management (“TDM”) program for the
Building in order to reduce the traffic-related impacts resulting from development of the Property. One element of any such
TDM program will require tenants of the Building to adopt programs and offer incentives to their employees to reduce auto use and
support the increase of alternative modes of transit. The following are examples of such programs and incentives:


 


(1)            Alternative
commute subsidies and/or parking cash-out, where employees are provided with a subsidy if they use transit or commute by alternative modes;


 


(2)            Opportunities
to purchase commuter checks which allow employees to purchase transit tickets at discounted rates from their before-tax income; and


 


(3)            Compressed
work weeks and flex time where employees adjust their work schedules to reduce peak hour trips to/from the Building.


 


(b)          In
order to support any such TDM program for the Building, Tenant agrees that it shall adopt programs and offer incentives to its employees
in order to reduce auto use and support the increase of alternative modes of transit. The specifics of Tenant’s programs and incentives
shall be tailored to the needs of Tenant’s workforce and shall be determined by Tenant in its good faith efforts to meet the goals
of the TDM program. Upon request by Landlord from time to time, but not more often than once per calendar year, Tenant shall provide to
Landlord a written report summarizing the programs and incentives being offered by Tenant to achieve the goals of the TDM program.


 


Article 8

MAINTENANCE


 


8.1          LANDLORD’S
MAINTENANCE


 


Subject to the provisions
of Articles 4 and 14, Landlord shall, as an Operating Expense, maintain and make necessary repairs to the foundations, roofs, exterior
walls, and the structural elements of the Building, the electrical, plumbing, heating, ventilating, air-conditioning, mechanical, communication,
security and the fire and life safety systems of the Building and those corridors, washrooms and lobbies which are Common Areas of the
Building, except that: (a) Landlord shall not be responsible for the maintenance or repair of any floor or wall coverings in the
Premises or any of such systems which are located within the Premises and are supplemental or special to the Building’s standard
systems; and (b) the cost of performing any of said maintenance or repairs whether to the Premises or to the Building caused by the
negligence of Tenant, its employees, agents, servants, licensees, subtenants, contractors or invitees, shall be paid by Tenant, subject
to the waivers set forth in Section 16.4. Landlord shall not be liable to Tenant for any expense, injury, loss or damage resulting
from work done in or upon, or in connection with the use of, any adjacent or nearby building, land, street or alley.


 






    36 


     


    

 


8.2          TENANT’S
MAINTENANCE


 


Tenant shall
periodically inspect the Premises to identify any conditions that are dangerous or in need of maintenance, repair or replacement.
Tenant shall promptly provide Landlord with notice of any such conditions. Tenant shall, at its sole cost and expense, perform all
maintenance, repair and replacement of the Premises that are not Landlord’s express responsibility under this Lease, and keep
the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s maintenance, repair and replacement
obligations include, without limitation, maintenance, repairs and replacements of: (a) floor covering; (b) interior
partitions; (c) doors; (d) the interior side of demising walls; (e) electronic, phone and data cabling, wiring and
related equipment that is installed by or for the exclusive benefit of Tenant (collectively, “Cable”);
(f) supplemental air conditioning units, kitchens, including hot water heaters, plumbing, and similar facilities exclusively
serving Tenant; and (g) Tenant Alterations. Landlord shall allocate one hundred percent (100%) of the cost (plus any applicable
administration fees) of Landlord’s maintenance, repair or replacement of any Tenant Alterations, or repairs or replacements
required to areas outside of the Premises due to same, to Tenant as additional Rent under this Lease. Tenant shall reimburse
Landlord for the cost of repairing damage to the Building caused by the acts of Tenant, Tenant Parties and their respective
contractors and vendors. All maintenance, repairs and replacements, including, but not limited to, janitorial and cleaning services,
pest control and waste management and recycling performed by or on behalf of Landlord or Tenant must comply with the Project’s
Sustainability Practices and Tenant is strongly encouraged to comply with the applicable Green Building Standards. If Tenant fails
to make any repairs or replacements of the Premises for more than fifteen (15) days after notice from Landlord (although notice
shall not be required in an emergency), Landlord may make the repairs or replacements, and Tenant shall pay, as additional Rent
under this Lease, the reasonable cost of the repairs or replacements, together with an administrative charge in an amount equal to
15% of the cost of the repairs or replacements. Tenant hereby waives all right to make repairs or replacements at the expense of
Landlord or in lieu thereof to vacate the Premises and its other similar rights as provided in California Civil Code Sections
1932(1), 1941 and 1942 or any other Laws (whether now or hereafter in effect). In addition to the foregoing, Tenant shall be
responsible for all costs in connection with maintaining, repairing and replacing all special tenant fixtures and improvements,
including garbage disposals, showers, plumbing, water filtration systems and appliances. If Tenant requests that Landlord maintain,
repair and/or replace any such fixtures and improvements, Tenant shall reimburse Landlord for the cost of all such maintenance,
repair and replacement work, plus an administrative fee equal to fifteen percent (15%) of such cost, as additional Rent under this
Lease, and Landlord’s liability for such maintenance, repair and replacement work shall be subject to and limited by the
provisions of Article 17 below.


 


8.3          SUDDEN
WATER INTRUSION.


 


Notwithstanding anything in
this Lease to the contrary, in the event of sudden water intrusion into the Premises, due to a leaking or bursting pipe or other water
source, Landlord will have the right, but not the obligation, to undertake immediate mitigation and repairs measures (the “Water
Damage Work”) of such nature as would normally be Tenant’s responsibility under Section 8.2 above and to notify Tenant
promptly after the repairs have been undertaken (including notice by telephone, to the extent reasonably practicable). Landlord shall
determine, in its sole and absolute discretion, the contractors to be used for the Water Damage Work, and Tenant will reimburse Landlord
for the reasonable cost of the Water Damage Work, as additional Rent under this Lease, within 30 days following Tenant’s receipt
of written demand from Landlord therefor.


 






    37 


     


    

 


Article 9

ALTERATIONS AND IMPROVEMENTS


 


9.1           TENANT
ALTERATIONS


 


(a)            The
following provisions shall apply to the completion of any Tenant Alterations:


 


(1)            Tenant
shall not, except as provided herein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld,
make or cause to be made any Tenant Alterations in or to the Premises or any Property systems serving the Premises. Prior to making any
Tenant Alterations, Tenant shall give Landlord ten (10) days prior written notice (or such earlier notice as would be necessary pursuant
to applicable Law) to permit Landlord sufficient time to post appropriate notices of non-responsibility. Tenant shall furnish Landlord
with the names and addresses of all contractors and subcontractors and copies of all contracts. All Tenant Alterations shall be completed
at such time and in such manner as Landlord may from time to time designate, and only by contractors or mechanics approved by Landlord,
which approval shall not be unreasonably withheld; provided, however, that Landlord may, in its sole discretion, specify the engineers
and contractors to perform all work relating to the Building’s systems (including the mechanical, heating, plumbing, security, ventilating,
air-conditioning, electrical, communication and the fire and life safety systems in the Building). The contractors, mechanics and engineers
who may be used are further limited to those whose work will not cause or threaten to cause disharmony or interference with Landlord or
other tenants in the Building and their respective agents and contractors performing work in or about the Building. Landlord may further
condition its consent upon Tenant furnishing to Landlord and Landlord approving prior to the commencement of any work or delivery of materials
to the Premises related to the Tenant Alterations such of the following as specified by Landlord: architectural plans and specifications,
opinions from Landlord’s engineers stating that the Tenant Alterations will not in any way adversely affect the Building’s
systems, necessary permits and licenses, certificates of insurance, and such other documents in such form reasonably requested by Landlord.
Landlord may, in the exercise of reasonable judgment, request that Tenant provide Landlord with appropriate evidence of Tenant’s
ability to complete and pay for the completion of the Tenant Alterations such as a performance bond or letter of credit. Upon completion
of the Tenant Alterations, Tenant shall deliver to Landlord an as-built digitized set of plans and specifications for the Tenant Alterations
in both protected document (“.pdf”) and computer-aided design (“CAD”) formats.


 


(2)            Tenant
shall pay the cost of all Tenant Alterations and the cost of decorating the Premises and any work to the Property occasioned thereby.
Upon completion of Tenant Alterations, Tenant shall furnish Landlord with contractors’ affidavits and full and final waivers of
lien and receipted bills covering all labor and materials expended and used in connection therewith and such other documentation reasonably
requested by Landlord or Mortgagee.


 


(3)            Tenant
agrees to complete all Tenant Alterations (i) in accordance with all Laws, Hazardous Materials Laws, all requirements of
applicable insurance companies and in accordance with Landlord’s standard construction rules and regulations,
(ii) in a good and workmanlike manner with the use of good grades of materials, and (iii) in accordance with the
requirements of the Project’s Sustainability Practices and Tenant is strongly encouraged to comply with the applicable Green
Building Standards. Tenant shall notify Landlord immediately if Tenant receives any notice of violation of any Law in connection
with completion of any Tenant Alterations and shall immediately take such steps as are necessary to remedy such violation. In
no event shall such supervision or right to supervise by Landlord nor shall any approvals given by Landlord under this Lease
constitute any warranty by Landlord to Tenant of the adequacy of the design, workmanship or quality of such work or materials for
Tenant’s intended use or of compliance with the requirements of Section 9.1(a)(3)(i) and (ii) above or impose
any liability upon Landlord in connection with the performance of such work.


 






    38 


     


    

 


(b)            For
any Tenant Alterations which Tenant requests Landlord to install, the forgoing provisions of this Section 9.1 shall apply; provided,
however, in addition to paying the cost of the Tenant Alterations, Tenant also shall pay an administrative fee equal to fifteen percent
(15%) of such cost to Landlord, as additional Rent under this Lease, and Landlord’s liability for such Tenant Alterations work shall
be subject to and limited by the provisions of Article 17 below. All Tenant Additions, whether installed by Landlord or Tenant, shall
without compensation or credit to Tenant, become part of the Premises and the property of Landlord at the time of their installation and
shall remain in the Premises, unless pursuant to Article 12, Tenant may remove them or is required to remove them at Landlord’s
request.


 


(c)            Notwithstanding
anything in this Section 9.1 to the contrary, Landlord’s consent shall not be required for any Tenant Alteration that satisfies
all of the following criteria (a “Cosmetic Alteration”): (i) is of a cosmetic nature such as painting, wallpapering,
hanging pictures and installing carpeting; (ii) is not visible from the exterior of the Premises or Building; (iii) will not
affect the Building’s systems; (iv) does not require work to be performed inside the walls or above the ceiling of the Premises;
(v) does not require a building permit; and (f) does not exceed (in the aggregate with all other such Cosmetic Alterations)
$75,000.00 in any calendar year during the Term. Cosmetic Alterations shall be subject to all the other provisions of this Section 9.1.


 


9.2           LIENS


 


Tenant shall not permit any
lien or claim for lien of any mechanic, laborer or supplier or any other lien to be filed against the Building, the Land, the Premises,
or any other part of the Property arising out of work performed, or alleged to have been performed by, or at the direction of, or on behalf
of Tenant. If any such lien or claim for lien is filed, Tenant shall within ten (10) days after receiving notice of such lien or
claim (a) have such lien or claim for lien released of record or (b) deliver to Landlord a bond in form, content, amount, and
issued by surety, satisfactory to Landlord, indemnifying, protecting, defending and holding harmless the Indemnitees against all costs
and liabilities resulting from such lien or claim for lien and the foreclosure or attempted foreclosure thereof. If Tenant fails to take
any of the above actions, Landlord, in addition to its rights and remedies under Article 11, without investigating the validity of
such lien or claim for lien, may pay or discharge the same and Tenant shall, as payment of additional Rent hereunder, reimburse Landlord
upon demand for the amount so paid by Landlord, including Landlord’s expenses and attorneys’ fees.


 


Article 10

ASSIGNMENT AND SUBLETTING


 


10.1         ASSIGNMENT
AND SUBLETTING


 


(a)            Without
the prior written consent of Landlord, which consent of Landlord shall not be unreasonably withheld, conditioned or delayed, Tenant may
not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s
interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof,
by anyone other than Tenant. Tenant agrees that the provisions governing sublease and assignment set forth in this Article 10 shall
be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver
written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee
and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with
respect to such proposed subtenant or assignee within fifteen (15) days after receiving Tenant’s Notice. If Tenant proposes to sublease
less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable
unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval
or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within thirty (30)
days after receipt of Tenant’s Notice (and all required information). In no event may Tenant publicly offer or advertise all or
any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease)
of comparable space in the Project. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld)
any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.


 






    39 


     


    

 


(b)            With
respect to Landlord’s consent to an assignment or sublease, Landlord may take into consideration any factors that Landlord may deem
relevant, and the reasons for which Landlord’s denial shall be deemed to be reasonable shall include, without limitation, the following:


 


(i)            the
business reputation or creditworthiness of any proposed subtenant or assignee is not acceptable to Landlord; or


 


(ii)            in
Landlord’s reasonable judgment the proposed assignee or sublessee would diminish the value or reputation of the Project or Landlord,
or would increase the expenses associated with operating, maintaining and repairing the Project; or


 


(iii)            any
proposed assignee’s or sublessee’s use of the Premises would violate Section 7.1 of this Lease or would violate the provisions
of any other leases of tenants in the Project; or


 


(iv)            the
portion of the Premises retained by Tenant after a proposed sublease would not constitute a “marketable unit”, meaning that
such space would be: (A) deprived of ready access to the then-current corridor and elevator lobby without extension or reconfiguration
of the corridor or creation of a connecting corridor; or (B) rendered in violation of any building code requirements; or (C) lacking
exterior windows; or


 


(v)            the
proposed sublessee or assignee is a current occupant of the Project with which Landlord is actively negotiating to lease more space in
the Building or a bona fide prospective tenant of Landlord in the Project as demonstrated by a written proposal dated within three (3) months
prior to the date of Tenant’s request; or


 


(vi)            the
proposed sublessee or assignee would materially increase the estimated pedestrian and vehicular traffic to and from the Premises and the
Project above that deemed typical by Landlord for office/lab use in the Project; or


 


(vii)            Tenant
is in uncured Default under this Lease.


 






    40 


     


    

 


(c)            Any
sublease or assignment shall be expressly subject to the terms and conditions of this Lease. Any subtenant or assignee shall execute such
documents as Landlord may reasonably require to evidence such subtenant or assignee’s assumption of the obligations and liabilities
of Tenant under this Lease. Tenant shall deliver to Landlord a copy of all agreements executed by Tenant and the proposed subtenant and
assignee with respect to the Premises. Landlord’s approval of a sublease, assignment, hypothecation, transfer or third party use
or occupancy shall not constitute a waiver of Tenant’s obligation to obtain Landlord’s consent to further assignments or subleases,
hypothecations, transfers or third party use or occupancy.


 


(d)            For
purposes of this Article 10, an assignment shall be deemed to include a change in the majority control of Tenant, resulting from
any transfer, sale or assignment of shares of stock of Tenant occurring by operation of Law or otherwise if Tenant is a corporation whose
shares of stock are not traded publicly. If Tenant is a partnership, any change in the partners of Tenant shall be deemed to be an assignment.


 


(e)            For
purposes of this Lease, a “Permitted Transferee” shall mean any Person which: (i) is an Affiliate; or (ii) is
the corporation or other entity (the “Successor”) resulting from a merger, consolidation or non-bankruptcy
reorganization with Tenant; or (iii) is otherwise a deemed assignee due to a change of control under
Section 10.1(d) above; or (iv) purchases substantially all the assets of Tenant as a going concern (the
 “Purchaser”). Notwithstanding anything to the contrary in Sections 10.1(a) and (b), 10.2 and 10.3, provided there
is no uncured Default under this Lease, Tenant shall have the right, without the prior written consent of Landlord, to assign this
Lease to a Permitted Transferee or to sublease the Premises or any part thereof to a Permitted Transferee provided that:
(1) Landlord receives thirty (30) days’ prior written notice of an assignment or sublease (including a proposed
transaction described in subparts (i), (ii), (iii) or (iv) of this Section 10.1(e)); (2) with respect to an
assignment of this Lease or a sublease of more than half the Premises to an entity described in subparts (ii) or (iv) of
this Section 10.1(e), the Permitted Transferee’s net worth and liquidity are each not less than the greater of
(A) Tenant’s net worth and liquidity as of the date of this Lease or (B) Tenant’s net worth and liquidity
immediately prior to such assignment or subletting; (3) with respect to an assignment of this Lease or a sublease of more than
half the Premises to an entity described in subparts (i) or (iii) of this Section 10.1(e), Tenant (as the assignor or
sublandlord) continues in existence with a net worth and liquidity not less than the greater of (A) Tenant’s net worth
and liquidity as of the date of this Lease or (B) Tenant’s net worth and liquidity immediately prior to such assignment
or subletting; (4) the Permitted Transferee expressly assumes (except a Permitted Transferee which is a deemed assignee under
subpart (iii) of this Section 10.1(e) or which is a sublessee in the event of a sublease under this
Section 10.1(e)) in writing reasonably satisfactory to Landlord all of the obligations of Tenant under this Lease and delivers
such assumption to Landlord no later than fifteen (15) days prior to the effective date of the assignment; (5) Landlord
receives no later than five (5) days before the effective date a fully executed copy of the applicable assignment or sublease
agreement between Tenant and the Permitted Transferee; (6) promptly after Landlord’s written request, Tenant and
the Permitted Transferee provide such reasonable documents and information which Landlord reasonably requests for the purpose of
substantiating whether or not the assignment or sublease is to a Permitted Transferee; and (7) such transfer is not being
entered into for the purpose of avoiding the requirement for Landlord’s prior consent or the provisions of Sections 10.2 or
10.3. All determinations of net worth and liquidity for purposes of this Subsection shall exclude any value attributable to goodwill
or going concern value. Provided that Tenant complies with the terms of this Section 10.1(e), the excess rent provisions of
Section 10.3 shall not apply to any assignment or sublease pursuant hereto.


 






    41 


     


    

 


(f)            With
respect to any sublease hereunder, Tenant hereby irrevocably assigns to Landlord, effective upon any such sublease, all rent and other
payments due from subtenant under the sublease, provided however, that Tenant shall have a license to collect such rent and other payments
until the occurrence of a Default by Tenant under any of the provisions of this Lease. At any time after such Default, at Landlord’s
option, Landlord shall have the right to give notice to the subtenant of such assignment. Landlord shall credit Tenant with any rent received
by Landlord under such assignment but the acceptance of any payment on account of rent from the subtenant as the result of any such default
shall in no manner whatsoever serve to release Tenant from any liability under the terms, covenants, conditions, provisions or agreement
under this Lease. No such payment of rent or any other payment by the subtenant directly to Landlord and/or acceptance of such payment(s) by
Landlord, regardless of the circumstances or reasons therefor, shall in any manner whatsoever be deemed an attornment by the subtenant
to Landlord in the absence of a specific written agreement signed by Landlord to such an effect.


 


10.2         RECAPTURE


 


Excluding any assignment or
sublease contemplated in Section 10.1(e), Landlord shall have the option to exclude from the Premises covered by this Lease (“recapture”)
the space proposed to be sublet or subject to the assignment, effective as of the proposed commencement date of such sublease or assignment.
If Landlord elects to recapture, Tenant shall surrender possession of the space proposed to be subleased or subject to the assignment
to Landlord on the effective date of recapture of such space from the Premises, such date being the Termination Date for such space. Effective
as of the date of recapture of any portion of the Premises pursuant to this section, the Monthly Base Rent, Rentable Area of the Premises
and Tenant’s Share shall be adjusted accordingly.


 


10.3         EXCESS
RENT


 


Tenant shall pay Landlord
on the first day of each month during the term of the sublease or assignment, as additional Rent under this Lease, fifty percent (50%)
of the amount by which the sum of all rent and other consideration (direct or indirect) due from the subtenant or assignee for such month
exceeds: (i) that portion of the Monthly Base Rent and Rent Adjustments due under this Lease for said month which is allocable to
the space sublet or assigned; and (ii) the following costs and expenses for the subletting or assignment of such space: (1) brokerage
commissions and attorneys’ fees and expenses, (2) the actual costs paid in making any improvements or substitutions in the
Premises required by any sublease or assignment; and (3) moving costs and other amounts actually paid with respect of such subtenant’s
or assignee’s other leases or occupancy arrangements, but only to the extent same are typical, reasonable and appropriate under
the prevailing market conditions. All such costs and expenses shall be amortized over the term of the sublease or assignment pursuant
to sound accounting principles.


 






    42 


     


    

 


10.4        TENANT
LIABILITY


 


In the event of any sublease
or assignment, whether or not with Landlord’s consent, Tenant shall not be released or discharged from any liability, whether past,
present or future, under this Lease, including any liability arising from the exercise of any renewal or expansion option, to the extent
such exercise is expressly permitted by Landlord. Tenant’s liability shall remain primary, and in the event of default by any subtenant,
assignee or successor of Tenant in performance or observance of any of the covenants or conditions of this Lease, Landlord may proceed
directly against Tenant without the necessity of exhausting remedies against said subtenant, assignee or successor. After any assignment,
Landlord may consent to subsequent assignments or subletting of this Lease, or amendments or modifications of this Lease with assignees
of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto, and such action shall
not relieve Tenant or any successor of Tenant of liability under this Lease. If Landlord grants consent to such sublease or assignment,
Tenant shall pay all reasonable attorneys’ fees and expenses incurred by Landlord with respect to such assignment or sublease. In
addition, if Tenant has any options to extend the Term or to add other space to the Premises, such options shall not be available to any
subtenant or assignee, directly or indirectly without Landlord’s express written consent, which may be withheld in Landlord’s
sole discretion.


 


10.5        ASSUMPTION
AND ATTORNMENT


 


If Tenant shall assign this
Lease as permitted herein, the assignee shall expressly assume all of the obligations of Tenant hereunder in a written instrument satisfactory
to Landlord and furnished to Landlord not later than fifteen (15) days prior to the effective date of the assignment. Each sublease by
Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and
each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord
under this Lease, Landlord may, at its option, either terminate the sublease or take over all of the right, title and interest of Tenant,
as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory
provisions of such sublease, except that Landlord shall not be: (1) liable for any previous act or omission of Tenant under such
sublease; (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant; (3) bound by any
previous modification of such sublease or by any rent or additional rent or advance rent which such subtenant might have paid for more
than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment; (4) bound by
any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which
such subtenant shall look solely to Tenant for refund or reimbursement; or (5) obligated to perform any work in the subleased space
or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments
Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically
upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions
set forth in this Section 10.5. The provisions of this Section 10.5 shall be self-operative, and no further instrument shall
be required to give effect to this provision.


 


10.6         PROCESSING
EXPENSES


 


Tenant shall pay to Landlord,
as Landlord’s cost of processing each proposed assignment or subletting (whether or not the same is ultimately approved by Landlord
or consummated by Tenant), an amount equal to the sum of (i) Landlord’s reasonable attorneys’ and other professional
fees, plus (ii) the sum of $2,500.00 for the cost of Landlord’s administrative, accounting and clerical time (collectively,
 “Processing Costs”). Notwithstanding anything to the contrary herein, Landlord shall not be required to process any request
for Landlord’s consent to an assignment or subletting until Tenant has paid to Landlord the amount of Landlord’s estimate
of the Processing Costs. When the actual amount of the Processing Costs is determined, it shall be reconciled with Landlord’s estimate,
and any payments or refunds required as a result thereof shall promptly thereafter be made by the parties.


 






    43 


     


    

 


10.7         EFFECT
OF IMPERMISSIBLE TRANSFER


 


Any assignment or sublease
effected without Landlord’s consent in violation of this Article 10 shall, at Landlord’s option, be a noncurable Default
under Section 11.1 without the necessity of any notice and grace period. If Landlord elects to treat such unapproved assignment or
sublease as a noncurable Default, Landlord may, in addition to all other remedies provided for in Section 11.2 below, increase the
Monthly Base Rent to one hundred ten percent (110%) of the Monthly Base Rent then in effect.


 


Article 11

DEFAULT AND REMEDIES


 


11.1         DEFAULT


 


The occurrence or existence
of any one or more of the following shall constitute a “Default” by Tenant under this Lease:


 


(a)            Tenant
fails to pay any installment or other payment of Rent including Rent Adjustment Deposits or Rent Adjustments within five (5) business
days after the date when due;


 


(b)            Tenant
vacates or abandons the Premises;


 


(c)            Tenant
violates the restrictions on assignments and subleases set forth in Article 10 – Assignment and Subletting;


 


(d)            Tenant
fails to maintain any insurance policy required hereunder, and fails to cure such default within five (5) days after written notice
thereof to Tenant;


 


(e)            Tenant
fails to observe or perform any of the other covenants, conditions or provisions of this Lease and fails to cure such default within
fifteen (15) days after written notice thereof to Tenant, unless the default involves an Environmental Condition, which shall
be cured forthwith or unless the failure to perform is a Default for which this Lease specifies there is no cure or grace
period;


 


(f)            the
interest of Tenant in this Lease is levied upon under execution or other legal process;


 


(g)            a
petition is filed by or against Tenant to declare Tenant bankrupt or seeking a plan of reorganization or arrangement under any Chapter
of the Bankruptcy Code, or any amendment, replacement or substitution therefor, or to delay payment of, reduce or modify Tenant’s
debts, which in the case of an involuntary action is not discharged within thirty (30) days;


 






    44 


     


    

 


(h)            Tenant
is declared insolvent by Law or any assignment of Tenant’s property is made for the benefit of creditors;


 


(i)            a
receiver is appointed for Tenant or Tenant’s property, which appointment is not discharged within thirty (30) days;


 


(j)            any
action taken by or against Tenant to reorganize or modify Tenant’s capital structure in a materially adverse way which in the case
of an involuntary action is not discharged within thirty (30) days;


 


(k)            upon
the dissolution of Tenant; or


 


(l)            upon
the third occurrence during any 12-month period during the Term that Tenant fails to pay Rent when due or has breached a particular covenant
of this Lease (whether or not such failure or breach is thereafter cured within any stated cure or grace period or statutory period).


 


11.2         LANDLORD’S
REMEDIES


 


(a)            A
Default shall constitute a breach of this Lease for which Landlord shall have the rights and remedies set forth in this Section 11.2
and all other rights and remedies set forth in this Lease or now or hereafter allowed by Law, whether legal or equitable, and all rights
and remedies of Landlord shall be cumulative and none shall exclude any other right or remedy now or hereafter allowed by applicable Law.


 






    45 


     


    

 


(b)            With
respect to a Default, at any time Landlord may terminate Tenant’s right to possession by written notice to Tenant stating such election.
Any written notice required pursuant to Section 11.1 shall constitute notice of unlawful detainer pursuant to California Code of
Civil Procedure Section 1161 if, at Landlord’s sole discretion, it states Landlord’s election that Tenant’s right
to possession is terminated after expiration of any period required by Law or any longer period required by Section 11.1. Upon the
expiration of the period stated in Landlord’s written notice of termination (and unless such notice provides an option to cure within
such period and Tenant cures the Default within such period), Tenant’s right to possession shall terminate and this Lease shall
terminate, and Tenant shall remain liable as hereinafter provided. Upon such termination in writing of Tenant’s right to possession,
Landlord shall have the right, subject to applicable Law, to re-enter the Premises and dispossess Tenant and the legal representatives
of Tenant and all other occupants of the Premises by unlawful detainer or other summary proceedings, or as otherwise permitted by Law,
regain possession of the Premises and remove their property (including their trade fixtures, personal property and Required Removables
pursuant to Article 12), but Landlord shall not be obligated to effect such removal, and such property may, at Landlord’s option,
be stored elsewhere, sold or otherwise dealt with as permitted by Law, at the risk of, expense of and for the account of Tenant, and the
proceeds of any sale shall be applied pursuant to Law. Landlord shall in no event be responsible for the value, preservation or safekeeping
of any such property. Tenant hereby waives all claims for damages that may be caused by Landlord’s removing or storing Tenant’s
personal property pursuant to this Section or Section 12.1, and Tenant hereby indemnifies, and agrees to defend, protect and
hold harmless, the Indemnitees from any and all loss, claims, demands, actions, expenses, liability and cost (including attorneys’
fees and expenses) arising out of or in any way related to such removal or storage. Upon such written termination of Tenant’s right
to possession and this Lease, Landlord shall have the right to recover damages for Tenant’s Default as provided herein or by Law,
including the following damages provided by California Civil Code Section 1951.2:


 


(1)            the
worth at the time of award of the unpaid Rent which had been earned at the time of termination;


 


(2)            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 Rent loss that Tenant proves could reasonably have been avoided;


 


(3)            the
worth at the time of award of the amount by which the unpaid Rent for the balance of the term of this Lease after the time of award exceeds
the amount of such Rent loss that Tenant proves could be reasonably avoided;


 


(4)            any
other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to result therefrom, including, without limitation, Landlord’s
unamortized costs of tenant improvements, leasing commissions and legal fees incurred in connection with entering into this Lease; and


 


(5)            any
other amounts, in addition to or in lieu of those listed above, that may be permitted by applicable Law.


 


The word “rent”
as used in this Section 11.2 shall have the same meaning as the defined term Rent in this Lease. The “worth at the time of
award” of the amount referred to in clauses (1) and (2) above is computed by allowing interest at the Default Rate. The
worth at the time of award of the amount referred to in clause (3) above is computed by discounting such amount at the discount rate
of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). For the purpose of determining unpaid Rent under
clause (3) above, the monthly Rent reserved in this Lease shall be deemed to be the sum of the Monthly Base Rent, monthly storage
space rent, if any, the amounts last payable by Tenant as Rent Adjustments for the calendar year in which Landlord terminated this Lease
as provided hereinabove, and any additional Rent under this Lease.


 


(c)            Even
if Tenant is in Default and/or has abandoned the Premises, this Lease shall continue in effect for so long as Landlord does not terminate
Tenant’s right to possession by written notice as provided in Section 11.2(b) above, and Landlord may enforce all its
rights and remedies under this Lease, including the right to recover Rent as it becomes due under this Lease. In such event, Landlord
shall have all of the rights and remedies of a landlord under California Civil Code Section 1951.4 (lessor may continue Lease in
effect after lessee’s breach and abandonment and recover Rent as it becomes due, if lessee has the right to sublet or assign, subject
only to reasonable limitations), or any successor statute. During such time as Tenant is in Default, if Landlord has not terminated this
Lease by written notice and if Tenant requests Landlord’s consent to an assignment of this Lease or a sublease of the Premises,
such consent shall be governed by the terms and conditions of Article 10 above. Tenant acknowledges and agrees that the provisions
of Article 10 shall be deemed to constitute reasonable limitations of Tenant’s right to assign or sublet. Tenant acknowledges
and agrees that in the absence of written notice pursuant to Section 11.2(b) above terminating Tenant’s right to possession,
no other act of Landlord shall constitute a termination of Tenant’s right to possession or an acceptance of Tenant’s surrender
of the Premises, including acts of maintenance or preservation or efforts to relet the Premises or the appointment of a receiver upon
initiative of Landlord to protect Landlord’s interest under this Lease or the withholding of consent to a subletting or assignment,
or terminating a subletting or assignment, if in accordance with other provisions of this Lease.


 






    46 


     


    

 


(d)            In
the event that Landlord seeks an injunction with respect to a breach or threatened breach by Tenant of any of the covenants, conditions
or provisions of this Lease, Tenant agrees to pay the premium for any bond required in connection with such injunction.


 


(e)            Tenant
hereby waives any and all rights to relief from forfeiture, redemption or reinstatement granted by Law (including California Civil Code
of Procedure Sections 1174 and 1179) in the event of Tenant being evicted or dispossessed for any cause or in the event of Landlord obtaining
possession of the Premises by reason of Tenant’s Default or otherwise.


 


(f)            Notwithstanding
any other provision of this Lease, a notice to Tenant given under this Article and Article 24 of this Lease or given pursuant
to California Code of Civil Procedure Section 1161, and any notice served by mail, shall be deemed served, and the requisite waiting
period deemed to begin under said Code of Civil Procedure Section upon mailing (except as may be required under Code of Civil Procedure
Section 1161 et seq.), without any additional waiting requirement under Code of Civil Procedure Section 1011 et seq. or by other
Law. For purposes of Code of Civil Procedure Section 1162, Tenant’s “place of residence”, “usual place of
business”, “the property” and “the place where the property is situated” shall mean and be the Premises,
whether or not Tenant has vacated same at the time of service.


 


(g)            The
voluntary or other surrender or termination of this Lease, or a mutual termination or cancellation thereof, shall not work a merger and
shall terminate all or any existing assignments, subleases, subtenancies or occupancies permitted by Tenant, except if and as otherwise
specified in writing by Landlord.


 


(h)            No
delay or omission in the exercise of any right or remedy of Landlord upon any default by Tenant, and no exercise by Landlord of its
rights pursuant to Section 25.16 to perform any duty which Tenant fails timely to perform, shall impair any right or remedy or
be construed as a waiver. No provision of this Lease shall be deemed waived by Landlord unless such waiver is in writing
signed by Landlord. The waiver by Landlord of any breach of any provision of this Lease shall not be deemed a waiver of any
subsequent breach of the same or any other provision of this Lease.


 


11.3        ATTORNEY’S
FEES


 


In the event any party brings
any suit or other proceeding with respect to the subject matter or enforcement of this Lease, the prevailing party (as determined by the
court, agency or other authority before which such suit or proceeding is commenced) shall, in addition to such other relief as may be
awarded, be entitled to recover attorneys’ fees, expenses and costs of investigation as actually incurred, including court costs,
expert witness fees, costs and expenses of investigation, and all attorneys’ fees, costs and expenses in any such suit or proceeding
(including in any action or participation in or in connection with any case or proceeding under the Bankruptcy Code, 11 United States
Code Sections 101 et seq. (the “Bankruptcy Code”), or any successor statutes, in establishing or enforcing the right to indemnification,
in appellate proceedings, or in connection with the enforcement or collection of any judgment obtained in any such suit or proceeding).


 






    47 


     


    

 


11.4         BANKRUPTCY


 


The following provisions shall
apply in the event of the bankruptcy or insolvency of Tenant:


 


(a)            In
connection with any proceeding under Chapter 7 of the Bankruptcy Code where the trustee of Tenant elects to assume this Lease for the
purposes of assigning it, such election or assignment, may only be made upon compliance with the provisions of (b) and (c) below,
which conditions Landlord and Tenant acknowledge to be commercially reasonable. In the event the trustee elects to reject this Lease,
then Landlord shall immediately be entitled to possession of the Premises without further obligation to Tenant or the trustee.


 


(b)            Any
election to assume this Lease under Chapter 11 or 13 of the Bankruptcy Code by Tenant as debtor-in-possession or by Tenant’s trustee
(the “Electing Party”) must provide for:


 


The Electing Party to cure
or provide to Landlord adequate assurance that it will cure all monetary defaults under this Lease within fifteen (15) days from the date
of assumption, and that it will cure all nonmonetary defaults under this Lease within thirty (30) days from the date of assumption. Landlord
and Tenant acknowledge such condition to be commercially reasonable.


 


(c)            If
the Electing Party has assumed this Lease or elects to assign Tenant’s interest under this Lease to any other person, such interest
may be assigned only if the intended assignee has provided adequate assurance of future performance (as herein defined), of all of the
obligations imposed on Tenant under this Lease.


 


For the purposes hereof, “adequate
assurance of future performance” means that Landlord has ascertained that each of the following conditions has been satisfied:


 


(i)            The
assignee has submitted a current financial statement, certified by its chief financial officer, which shows a net worth and working capital
in amounts sufficient to assure the future performance by the assignee of Tenant’s obligations under this Lease; and


 


(ii)            Landlord
has obtained consents or waivers from any third parties that may be required under a lease, mortgage, financing arrangement, or other
agreement by which Landlord is bound, to enable Landlord to permit such assignment.


 


(d)            Landlord’s
acceptance of rent or any other payment from any trustee, receiver, assignee, person, or other entity will not be deemed to have waived,
or waive, the requirement of Landlord’s consent, Landlord’s right to terminate this Lease for any transfer of Tenant’s
interest under this Lease without such consent, or Landlord’s claim for any amount of Rent due from Tenant.


 






    48 


     


    

 



 


11.5         LANDLORD’S
DEFAULT


 


Landlord shall be in
default hereunder in the event Landlord has not commenced and pursued with reasonable diligence the cure of any failure of Landlord
to meet its obligations hereunder within thirty (30) days after the receipt by Landlord of written notice from Tenant of the alleged
failure to perform. Failure to provide the requisite notice and cure period by Tenant under this paragraph shall be an absolute
defense by Landlord against any claims for failure to perform any of its obligations. In no event shall Tenant have the right to
terminate or rescind this Lease as a result of Landlord’s default as to any covenant or agreement contained in this Lease.
Tenant hereby waives such remedies of termination and rescission and hereby agrees that Tenant’s remedies for default
hereunder and for breach of any promise or inducement shall be limited to a suit for damages and/or injunction. In addition, Tenant
hereby covenants that, prior to the exercise of any such remedies, it will give any Mortgagee notice and a reasonable time to cure
any default by Landlord (as specified in Section 23.2 below).


 


Article 12

SURRENDER OF PREMISES


 


12.1         IN
GENERAL


 


Upon the Termination Date,
Tenant shall surrender and vacate the Premises immediately and deliver possession thereof to Landlord in a clean, good and tenantable
condition, ordinary wear and tear excepted, and any damage from casualty and condemnation, and damage caused by Landlord, shall be governed
by the provisions of this Lease dealing specifically therewith. Tenant shall deliver to Landlord all keys to the Premises. All improvements
in and to the Premises, including any Tenant Alterations (collectively, “Leasehold Improvements”) shall remain upon the Premises
at the end of the Term without compensation to Tenant. Landlord, however, by written notice to Tenant at least 30 days prior to the Termination
Date, may require Tenant, at its expense, to remove (a) any Cable, and (b) any Tenant Additions that, in Landlord’s reasonable
judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated
with standard laboratory and office improvements (collectively referred to as “Required Removables”). Required Removables
may include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural
alterations and modifications. The designated Required Removables shall be removed by Tenant before the Termination Date. Tenant’s
removal and disposal of items pursuant to this Section 12.1 must comply with the Project’s Sustainability Practices and Tenant
is strongly encouraged to comply with the applicable Green Building Standards. Tenant shall repair damage caused by the installation or
removal of Required Removables. If Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s
expense. In the event possession of the Premises is not delivered to Landlord when required hereunder, or if Tenant shall fail to remove
those items described above, Landlord may (but shall not be obligated to), at Tenant’s expense, remove any of such property and
store, sell or otherwise deal with such property, and undertake, at Tenant’s expense, such restoration work as Landlord deems necessary
or advisable. Notwithstanding anything in this Section 12.1 to the contrary, failure by Tenant to strictly comply with the provisions
of this Section 12.1 with respect to any Required Removables that are required to be removed from the Premises by Tenant hereunder
shall constitute a failure of Tenant to validly surrender the Premises.


 






    49 


     


    

 


12.2         LANDLORD’S
RIGHTS


 


All property which may be
removed from the Premises by Landlord shall be conclusively presumed to have been abandoned by Tenant and Landlord may deal with such
property as provided in Section 11.2(b), including the waiver and indemnity obligations provided in that Section. Tenant shall also
reimburse Landlord for all costs and expenses incurred by Landlord in removing any Tenant Additions and in restoring the Premises to the
condition required by this Lease.


 


Article 13

HOLDING OVER


 


In the event that Tenant holds
over in possession of the Premises after the Termination Date, for each month or partial month Tenant holds over possession of the Premises,
Tenant shall pay Landlord 150% of the monthly Rent payable for the month immediately preceding the holding over (including 100% of any
applicable Rent Adjustments or increases to Rent Adjustments which Landlord may reasonably estimate). Tenant shall also pay all damages,
including consequential damages, sustained by Landlord by reason of such holding over. The provisions of this Article shall not constitute
a waiver by Landlord of any re-entry rights of Landlord, and Tenant’s continued occupancy of the Premises shall be as a tenancy
in sufferance.


 


Article 14

DAMAGE BY FIRE OR OTHER CASUALTY


 


14.1         SUBSTANTIAL
UNTENANTABILITY


 


(a)            If
any fire or other casualty (whether insured or uninsured) renders all or a substantial portion of the Premises or the Building
untenantable, Landlord shall, with reasonable promptness after the occurrence of such damage, estimate the length of time that will
be required to substantially complete the repair and restoration and shall, by notice advise Tenant of such estimate
(“Landlord’s Notice”). If Landlord estimates that the amount of time required to substantially complete such
repair and restoration will exceed three hundred sixty-five (365) days from the date such damage occurred, then Landlord, or Tenant
if all or a substantial portion of the Premises is rendered untenantable, shall have the right to terminate this Lease as of the
date of such damage by delivering written notice to the other at any time within twenty (20) days after delivery of
Landlord’s Notice, provided that if Landlord so chooses, Landlord’s Notice may also constitute such notice of
termination.


 


(b)            Unless
this Lease is terminated as provided in the preceding subparagraph, Landlord shall proceed with reasonable promptness to repair and restore
the Premises to its condition as existed prior to such casualty, subject to reasonable delays for insurance adjustments and Force Majeure
delays, and also subject to zoning Laws and building codes then in effect. Landlord shall have no liability to Tenant, and Tenant shall
not be entitled to terminate this Lease if such repairs and restoration are not in fact completed within the time period estimated by
Landlord so long as Landlord shall proceed with reasonable diligence to complete such repairs and restoration.


 






    50 


     


    

 


(c)            Tenant
acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by Landlord or Tenant, for
damages to the Premises, except for those proceeds of Tenant’s insurance for its own personal property and equipment which would
be removable by Tenant at the Termination Date. All such insurance proceeds shall be payable to Landlord whether or not the Premises are
to be repaired and restored; provided, however, if this Lease is not terminated and the parties proceed to repair and restore Tenant Additions
at Tenant’s cost, to the extent Landlord received proceeds of Tenant’s insurance covering Tenant Additions, such proceeds
shall be applied to reimburse Tenant for its cost of repairing and restoring Tenant Additions.


 


(d)            Notwithstanding
anything to the contrary herein set forth: (i) Landlord shall have no duty pursuant to this Section to repair or restore any
portion of any Tenant Additions or to expend for any repair or restoration of the Premises or Building in amounts in excess of insurance
proceeds paid to Landlord and available for repair or restoration; and (ii) Tenant shall not have the right to terminate this Lease
pursuant to this Section if any damage or destruction was caused by the act or neglect of Tenant, its agent or employees. Whether
or not this Lease is terminated pursuant to this Article 14, in no event shall Tenant be entitled to any compensation or damages
for loss of the use of the whole or any part of the Premises or for any inconvenience or annoyance occasioned by any such damage, destruction,
rebuilding or restoration of the Premises or the Building or access thereto.


 


(e)            Any
repair or restoration of the Premises performed by Tenant shall be in accordance with the provisions of Article 9 hereof.


 


14.2         INSUBSTANTIAL
UNTENANTABILITY


 


If the Premises or the Building
is damaged by a casualty but neither is rendered substantially untenantable and Landlord estimates that the time to substantially complete
the repair or restoration will not exceed three hundred sixty-five (365) days from the date such damage occurred, then Landlord shall
proceed to repair and restore the Building or the Premises other than Tenant Additions, with reasonable promptness, unless such damage
is to the Premises and occurs during the last six (6) months of the Term, in which event either Tenant or Landlord shall have the
right to terminate this Lease as of the date of such casualty by giving written notice thereof to the other within twenty (20) days after
the date of such casualty. Notwithstanding the aforesaid, Landlord’s obligation to repair shall be limited in accordance with the
provisions of Section 14.1 above.


 


14.3         RENT
ABATEMENT


 


Except for the negligence
or willful act of Tenant or its agents, employees, contractors or invitees, if all or any part of the Premises are rendered untenantable
by fire or other casualty and this Lease is not terminated, Monthly Base Rent and Rent Adjustments shall abate for that part of the Premises
which is untenantable on a per diem basis from the date of the casualty until Landlord has Substantially Completed the repair and restoration
work in the Premises which it is required to perform, provided, that as a result of such casualty, Tenant does not occupy the portion
of the Premises which is untenantable during such period.


 






    51 


     


    

 


14.4         WAIVER
OF STATUTORY REMEDIES


 


The provisions of this Lease,
including this Article 14, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or
destruction of, the Premises or the Property or any part of either, and any Law, including Sections 1932(2), 1933(4), 1941 and 1942 of
the California Civil Code, with respect to any rights or obligations concerning damage or destruction shall have no application to this
Lease or to any damage to or destruction of all or any part of the Premises or the Property or any part of either, and are hereby waived.


 





Article 15

EMINENT DOMAIN


 


15.1         TAKING
OF WHOLE OR SUBSTANTIAL PART


 


In the event the whole or
any substantial part of the Building or of the Premises is taken or condemned by any competent authority for any public use or purpose
(including a deed given in lieu of condemnation) and is thereby rendered untenantable, this Lease shall terminate as of the date title
vests in such authority, and Monthly Base Rent and Rent Adjustments shall be apportioned as of the Termination Date. Notwithstanding anything
to the contrary herein set forth, in the event the taking is temporary (for less than the remaining Term of this Lease), Landlord may
elect either (i) to terminate this Lease or (ii) permit Tenant to receive the entire award attributable to the Premises in which
case Tenant shall continue to pay Rent and this Lease shall not terminate.


 


15.2        TAKING
OF PART


 


In the event a part of the
Building or the Premises is taken or condemned by any competent authority (or a deed is delivered in lieu of condemnation) and this Lease
is not terminated, this Lease shall be amended to reduce or increase, as the case may be, the Monthly Base Rent and Tenant’s Share
to reflect the Rentable Area of the Premises or Building, as the case may be, remaining after any such taking or condemnation. Landlord,
upon receipt and to the extent of the award in condemnation (or proceeds of sale) shall make necessary repairs and restorations to the
Premises (exclusive of Tenant Additions) and to the Building to the extent necessary to constitute the portion of the Building not so
taken or condemned as a complete architectural and economically efficient unit. Notwithstanding the foregoing, if as a result of any taking,
or a governmental order that the grade of any street or alley adjacent to the Building is to be changed and such taking or change of grade
makes it necessary or desirable to substantially remodel or restore the Building or prevents the economical operation of the Building,
Landlord shall have the right to terminate this Lease upon ninety (90) days prior written notice to Tenant.


 


15.3         COMPENSATION


 


Landlord shall be entitled
to receive the entire award (or sale proceeds) from any such taking, condemnation or sale without any payment to Tenant, and Tenant hereby
assigns to Landlord, Tenant’s interest, if any, in such award; provided, however, Tenant shall have the right separately to pursue
against the condemning authority a separate award in respect of the loss, if any, to Tenant Additions paid for by Tenant without any credit
or allowance from Landlord so long as there is no diminution of Landlord’s award as a result.


 






    52 


     


    

 


Article 16

INSURANCE


 


16.1         TENANT’S
INSURANCE


 


Tenant, at Tenant’s
expense, agrees to maintain in force, with a company or companies acceptable to Landlord, during the Term: (a) Commercial General
Liability Insurance on a primary basis and without any right of contribution from any insurance carried by Landlord covering the Premises
on an occurrence basis against all claims for personal injury, bodily injury, death and property damage, including contractual liability
covering the indemnification provisions in this Lease, and such insurance shall be for such limits that are reasonably required by Landlord
from time to time but not less than a combined single limit (each occurrence and in the aggregate) of Five Million and No/100 Dollars
($5,000,000.00) (which limit may be achieved through use of umbrella coverage); (b) Workers’ Compensation and Employers’
Liability Insurance to the extent required by and in accordance with the Laws of the State of California; (c) “All Risks”
property insurance in an amount adequate to cover the full replacement cost of all Tenant Additions, equipment, installations, fixtures
and contents of the Premises in the event of loss from water damage, earthquake sprinkler leakage, and such other risks as Landlord may
designate from time to time; (d) in the event a motor vehicle is to be used by Tenant in connection with its business operation from
the Premises, Comprehensive Automobile Liability Insurance coverage with limits of not less than One Million and No/100 Dollars ($1,000,000.00)
combined single limit coverage against bodily injury liability and property damage liability arising out of the use by or on behalf of
Tenant, its agents and employees in connection with this Lease, of any owned, non-owned or hired motor vehicles; and (e) such other
insurance or coverages as Landlord reasonably requires.


 


16.2         FORM OF
POLICIES


 


Each policy referred to
in Section 16.1 shall satisfy the following requirements: (i) the Commercial General Liability policy shall name Landlord
and the Indemnitees as additional insureds, (ii) the “All-Risks” property insurance policy shall name Landlord and
the Indemnitees as loss payees, (iii) each policy shall be issued by one or more responsible insurance companies licensed to do
business in the State of California reasonably satisfactory to Landlord, (iv) where applicable, each policy shall provide for
deductible amounts satisfactory to Landlord and not permit co-insurance, and (v) each policy of “All-Risks”
property insurance shall provide that the policy shall not be invalidated should the insured waive in writing prior to a loss, any
or all rights of recovery against any other party for losses covered by such policies. Tenant shall deliver to Landlord,
certificates of insurance (and at Landlord’s request, copies of all policies and renewals thereof to be maintained by Tenant
hereunder), prior to Tenant’s entry into the Premises and prior to the expiration date of each policy. Additionally, Tenant
shall provide Landlord written notice of any cancellation or amendment of any such insurance within two (2) business days
following Tenant’s knowledge of the same. If Tenant fails to carry the insurance required under this Article 16 or fails
to provide certificates of renewal as and when required hereunder, Landlord may, but shall not be obligated to acquire such
insurance on Tenant’s behalf or Tenant’s sole cost and expense.


 






    53 


     


    

 


16.3         LANDLORD’S
INSURANCE


 


Landlord agrees to purchase
and keep in full force and effect during the Term hereof, including any extensions or renewals thereof, insurance under policies issued
by insurers of recognized responsibility, qualified to do business in the State of California on the Building in amounts sufficient to
cover 80% of the replacement cost thereof, insuring against fire and such other risks as may be included in standard forms of all risk
coverage insurance reasonably available from time to time (which requirement may be achieved through use of a single insurance policy
covering multiple buildings owned by Landlord and affiliates of Landlord). Landlord agrees to maintain in force during the Term, Commercial
General Liability Insurance covering the Building on an occurrence basis against all claims for personal injury, bodily injury, death,
and property damage. Such insurance shall be for a combined single limit (each occurrence and in the aggregate) of not less than Five
Million and No/100 Dollars ($5,000,000.00) (which limit may be achieved through use of umbrella coverage). Neither Landlord’s obligation
to carry such insurance nor the carrying of such insurance shall be deemed to be an indemnity by Landlord with respect to any claim, liability,
loss, cost or expense due, in whole or in part, to Tenant’s negligent acts or omissions or willful misconduct. Without obligation
to do so, Landlord may, in its sole discretion from time to time, carry insurance in amounts greater and/or for coverage additional to
the coverage and amounts set forth above.


 


16.4         WAIVER
OF SUBROGATION


 


(a)            Landlord
agrees that, if obtainable at no, or minimal, additional cost, and so long as the same is permitted under the laws of the State of California,
it will include in its “All Risks” policies appropriate clauses pursuant to which the insurance companies (i) waive all
right of subrogation against Tenant with respect to losses payable under such policies and/or (ii) agree that such policies shall
not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered
by such policies.


 


(b)           Tenant
agrees to include, if obtainable at no, or minimal, additional cost, and so long as the same is permitted under the laws of the State
of California, in its “All Risks” insurance policy or policies on Tenant Additions, whether or not removable, and on Tenant’s
furniture, furnishings, fixtures and other property removable by Tenant under the provisions of this Lease, appropriate clauses pursuant
to which the insurance company or companies (i) waive the right of subrogation against Landlord and/or any tenant of space in the
Building with respect to losses payable under such policy or policies and/or (ii) agree that such policy or policies shall not be
invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such
policy or policies. If Tenant is unable to obtain in such policy or policies either of the clauses described in the preceding sentence,
Tenant shall, if legally possible and without necessitating a change in insurance carriers, have Landlord named in such policy or policies
as an additional insured. If Landlord shall be named as an additional insured in accordance with the foregoing, Landlord agrees to endorse
promptly to the order of Tenant, without recourse, any check, draft, or order for the payment of money representing the proceeds of any
such policy or representing any other payment growing out of or connected with said policies, and Landlord does hereby irrevocably waive
any and all rights in and to such proceeds and payments.


 






    54 


     


    

 


(c)           Provided
that Landlord’s right of full recovery under its policy or policies aforesaid is not adversely affected or prejudiced thereby,
Landlord hereby waives any and all right of recovery which it might otherwise have against Tenant, its servants, agents and
employees, for loss or damage occurring to the Real Property and the fixtures, appurtenances and equipment therein, to the extent
the same is covered by Landlord’s insurance, notwithstanding that such loss or damage may result from the negligence or fault
of Tenant, its servants, agents or employees. Provided that Tenant’s right of full recovery under its aforesaid policy or
policies is not adversely affected or prejudiced thereby, Tenant hereby waives any and all right of recovery which it might
otherwise have against Landlord, its servants, and employees and against every other tenant of the Real Property who shall have
executed a similar waiver as set forth in this Section 16.4(c) for loss or damage to Tenant Additions, whether or not
removable, and to Tenant’s furniture, furnishings, fixtures and other property removable by Tenant under the provisions hereof
to the extent the same is coverable by Tenant’s insurance required under this Lease, notwithstanding that such loss or damage
may result from the negligence or fault of Landlord, its servants, agents or employees, or such other tenant and the servants,
agents or employees thereof.


 


(d)            Landlord
and Tenant hereby agree to advise the other promptly if the clauses to be included in their respective insurance policies pursuant to
subparagraphs (a) and (b) above cannot be obtained on the terms hereinbefore provided. Landlord and Tenant hereby also agree
to notify the other promptly of any cancellation or change of the terms of any such policy that would affect such clauses.


 


16.5         NOTICE
OF CASUALTY


 


Tenant shall give Landlord
notice in case of a fire or accident in the Premises promptly after Tenant is aware of such event.


 


Article 17

WAIVER OF CLAIMS AND INDEMNITY


 


17.1         WAIVER
OF CLAIMS


 


To the extent permitted by
Law, Tenant hereby releases the Indemnitees from, and waives all claims for, damage to person or property sustained by Tenant or any occupant
of the Premises or the Property resulting directly or indirectly from any existing or future condition, defect, matter or thing in and
about the Premises or the Property or any part of either or any equipment or appurtenance therein, or resulting from any accident in or
about the Premises or the Property, or resulting directly or indirectly from any act or neglect of any tenant or occupant of the Property
or of any other person, including Landlord’s agents and servants, except to the extent caused by the gross negligence or willful
and wrongful act of any of the Indemnitees. To the extent permitted by Law, Tenant hereby waives any consequential damages, compensation
or claims for inconvenience or loss of business, rents, or profits as a result of such injury or damage, whether or not caused by the
gross negligence or willful and wrongful act of any of the Indemnitees. If any such damage, whether to the Premises or the Property or
any part of either, or whether to Landlord or to other tenants in the Property, results from any act or neglect of Tenant, its employees,
servants, agents, contractors, invitees or customers, Tenant shall be liable therefor and Landlord may, at Landlord’s option, repair
such damage and Tenant shall, upon demand by Landlord, as payment of additional Rent hereunder, reimburse Landlord within ten (10) days
after demand for the total cost of such repairs, in excess of amounts, if any, paid to Landlord under insurance covering such damages.
Tenant shall not be liable for any such damage caused by its acts or neglect if Landlord or a tenant has recovered the full amount of
the damage from proceeds of insurance policies and the insurance company has waived its right of subrogation against Tenant.


 






    55 


     


    

 


17.2         INDEMNITY


 


To the extent permitted by
Law, Tenant hereby indemnifies, and agrees to protect, defend and hold the Indemnitees harmless, against any and all actions, claims,
demands, liability, costs and expenses, including attorneys’ fees and expenses for the defense thereof, arising from Tenant’s
occupancy of the Premises, from the undertaking of any Tenant Additions or repairs to the Premises, from the conduct of Tenant’s
business on the Premises, or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part
of Tenant to be performed pursuant to the terms of this Lease, or from any willful act or negligence of Tenant, its agents, contractors,
servants, employees, customers or invitees, in or about the Premises or the Property or any part of either. In case of any action or proceeding
brought against the Indemnitees by reason of any such claim, upon notice from Landlord, Tenant covenants to defend such action or proceeding
by counsel chosen by Landlord, in Landlord’s sole discretion. Landlord reserves the right to settle, compromise or dispose of any
and all actions, claims and demands related to the foregoing indemnity. The foregoing indemnity shall not operate to relieve Indemnitees
of liability to the extent such liability is caused by the willful and wrongful act of Indemnitees. Further, the foregoing indemnity is
subject to and shall not diminish any waivers in effect in accordance with Section 16.4 by Landlord or its insurers to the extent
of amounts, if any, paid to Landlord under its “All Risks” property insurance. This Article 17 shall survive the expiration
or earlier termination of this Lease.


 


17.3         WAIVER
OF CONSEQUENTIAL DAMAGES


 


To the extent permitted by
law, Tenant hereby waives and releases the Indemnitees from any consequential damages, compensation or claims for inconvenience or loss
of business, rents or profits as a result of any injury or damage, whether or not caused by the willful and wrongful act of any of the
Indemnitees.


 


Article 18

RULES AND REGULATIONS


 


18.1         RULES


 


Tenant agrees for itself and
for its subtenants, employees, agents, and invitees to comply with the rules and regulations listed on Exhibit C-2 attached
hereto and with all reasonable modifications and additions thereto which Landlord may make from time to time.


 


18.2         ENFORCEMENT


 


Nothing in this Lease shall
be construed to impose upon Landlord any duty or obligation to enforce the rules and regulations as set forth on Exhibit C-2
or as hereafter adopted, or the terms, covenants or conditions of any other lease as against any other tenant, and Landlord shall not
be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Landlord shall
use reasonable efforts to enforce the rules and regulations of the Project in a uniform and non-discriminatory manner.


 






    56 


     


    

 


Article 19

LANDLORD’S RESERVED RIGHTS


 


Landlord shall have the following
rights exercisable without notice to Tenant and without liability to Tenant for damage or injury to persons, property or business and
without being deemed an eviction or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for offset
or abatement of Rent: (1) to change the Building’s name or street address upon thirty (30) days’ prior written notice
to Tenant; (2) to install, affix and maintain all signs on the exterior and/or interior of the Building; (3) to designate and/or
approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting
that may be visible from the exterior of the Premises; (4) upon reasonable notice to Tenant, to display the Premises to prospective
purchasers and lenders at reasonable hours at any time during the Term and to prospective tenants at reasonable hours during the last
twelve (12) months of the Term; (5) to grant to any party the exclusive right to conduct any business or render any service in or
to the Building, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purpose permitted
hereunder; (6) to change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs,
washrooms or public portions of the Building, and to close entrances, doors, corridors, elevators or other facilities, provided that such
action shall not materially and adversely interfere with Tenant’s access to the Premises or the Building; (7) to have access
for Landlord and other tenants of the Building to any mail chutes and boxes located in or on the Premises as required by any applicable
rules of the United States Post Office; and (8) to close the Building after Standard Operating Hours, except that Tenant and
its employees and invitees shall be entitled to admission at all times, under such regulations as Landlord prescribes for security purposes.


 


Article 20

ESTOPPEL CERTIFICATE


 


20.1         IN
GENERAL


 


Within ten (10) days
after request therefor by Landlord, Mortgagee or any prospective mortgagee or owner, Tenant agrees as directed in such request to execute
the proposed form of estoppel certificate (an “Estoppel Certificate”) (which may require that such instrument be notarized),
binding upon Tenant, certifying (i) that this Lease is unmodified and in full force and effect (or if there have been modifications,
a description of such modifications and that this Lease as modified is in full force and effect); (ii) the dates to which Rent has
been paid; (iii) that Tenant is in the possession of the Premises if that is the case; (iv) that Landlord is not in default
under this Lease, or, if Tenant believes Landlord is in default, the nature thereof in detail; (v) that Tenant has no offsets or
defenses to the performance of its obligations under this Lease (or if Tenant believes there are any offsets or defenses, a full and complete
explanation thereof); (vi) that the Premises have been completed in accordance with the terms and provisions hereof or the Workletter,
that Tenant has accepted the Premises and the condition thereof and of all improvements thereto and has no claims against Landlord or
any other party with respect thereto; (vii) that if an assignment of rents or leases has been served upon Tenant by a Mortgagee,
Tenant will acknowledge receipt thereof and agree to be bound by the provisions thereof; (viii) that Tenant will give to the Mortgagee
copies of all notices required or permitted to be given by Tenant to Landlord; and (ix) to any other information reasonably requested.


 






    57 


     


    

 


20.2         ENFORCEMENT


 


In the event that Tenant
fails to timely deliver an Estoppel Certificate, then such failure shall be a Default for which there shall be no cure or grace
period. In addition to any other remedy available to Landlord, Landlord may impose a charge equal to $500.00 for each day that
Tenant fails to deliver an Estoppel Certificate; and (i) Tenant shall be bound to, and deemed to have irrevocably agreed to,
the accuracy and truthfulness of the Estoppel Certificate delivered to Tenant, and (ii) Landlord, and any third party receiving
such form of Estoppel Certificate, including a Mortgagee or purchaser, may rely upon the accuracy and truthfulness thereof.


 


Article 21

RELOCATION OF TENANT


 


[Intentionally omitted.]


 


Article 22

REAL ESTATE BROKERS


 


Tenant represents that, except
for the broker(s) listed in Section 1.1, Tenant has not dealt with any real estate broker, sales person, or finder in connection
with this Lease, and no such person initiated or participated in the negotiation of this Lease, or showed the Premises to Tenant. Tenant
hereby agrees to indemnify, protect, defend and hold Landlord and the Indemnitees, harmless from and against any and all liabilities and
claims for commissions and fees arising out of a breach of the foregoing representation, as well as from any claim or claims for any commission
or fee by any broker or other party claiming to represent Tenant in connection with any future extensions or renewals of the Term. Landlord
agrees to pay any commission to which the brokers listed in Section 1.1 are entitled in connection with this Lease pursuant to Landlord’s
written agreement with such broker.


 






    58 


     


    

 


Article 23

MORTGAGEE PROTECTION


 


23.1         SUBORDINATION
AND ATTORNMENT


 


This Lease is and shall be
expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing,
and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now
or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions,
renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease
or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that this Lease shall be superior to such lease or
mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power
of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn
to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser
or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of
security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising
out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made
without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in
cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination
need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly
any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as
Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do
so within fifteen (15) days after a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable
instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by
reason of foreclosure.


 


23.2         MORTGAGEE
PROTECTION


 


Tenant agrees to give
any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant,
provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and
leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to
cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty
(30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time,
then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced
and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other
proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by
any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or
other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as
aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall
not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the
Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be
canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.


 






    59 


     


    

 


Article 24

NOTICES


 


(a)            All
notices, demands or requests provided for or permitted to be given pursuant to this Lease must be in writing and shall be personally delivered,
sent by Federal Express or other reputable overnight courier service, or mailed by first class, registered or certified United States
mail, return receipt requested, postage prepaid.


 


(b)            All
notices, demands or requests to be sent pursuant to this Lease shall be deemed to have been properly given or served by delivering or
sending the same in accordance with this Section, addressed to the parties hereto at their respective addresses listed in Section 1.1.


 


(c)            Notices,
demands or requests sent by mail or overnight courier service as described above shall be effective upon deposit in the mail or with such
courier service. However, except with respect to a notice given under Code of Civil Procedure Section 1161 et seq., the time period
in which a response to any such notice, demand or request must be given shall commence to run from (i) in the case of delivery by
mail, the date of receipt on the return receipt of the notice, demand or request by the addressee thereof, or (ii) in the case of
delivery by Federal Express or other overnight courier service, the date of acceptance of delivery by an employee, officer, director or
partner of Landlord or Tenant. Rejection or other refusal to accept or the inability to deliver because of changed address of which no
notice was given, as indicated by advice from Federal Express or other overnight courier service or by mail return receipt, shall be deemed
to be receipt of notice, demand or request sent. Notices may also be served by personal service upon any officer, director or partner
of Landlord or Tenant, and shall be effective upon such service.


 


(d)            By
giving to the other party at least thirty (30) days written notice thereof, either party shall have the right from time to time during
the term of this Lease to change their respective addresses for notices, statements, demands and requests, provided such new address shall
be within the United States of America.


 


Article 25

FURNITURE, FIXTURES AND EQUIPMENT


 


During
the Term, at no charge to Tenant, Tenant shall be permitted to use the existing office and laboratory furniture, fixtures and
equipment located in the Phase I or Phase II Premises (as applicable) as of the Phase I or Phase II Commencement Date (as
applicable), and as described in more particular detail in Exhibit E attached hereto (the “FF&E”).
Tenant shall accept the FF&E in its current “AS-IS” condition and “WITH ALL FAULTS”. Landlord
specifically disclaims all express or implied warranties regarding the existence or condition of, such FF&E, including without
limitation the implied warranties of merchantability and suitability for a particular purpose. For purposes of documenting the
current condition of the FF&E, Tenant and Landlord shall, prior to the Phase I Commencement Date, as to the Phase I Premises,
and prior to the Phase II Commencement Date, as to the Phase II Premises, conduct a joint walk-through of the Premises in order to
inventory items of damage or disrepair in the FF&E. No item of the FF&E shall be removed from the Premises without
Landlord’s prior written consent; provided, however, not more than once during the Term, Tenant may request in writing that
Landlord remove certain portions of the original FF&E, upon which removal the remaining FF&E shall be considered the
 “FF&E” under this Lease. Landlord and Tenant may enter into a reasonable form of letter agreement or other
documentation evidencing such remaining FF&E. In addition, not withstanding anything herein to the contrary, Tenant may elect,
via a written notice delivered to Landlord not later than sixty (60) days following the Phase II Commencement Date, to offer to
purchase all or a portion of the remaining FF&E (the “Proposed Purchased FF&E”), and if Landlord and Tenant
agree upon the price for such Proposed Purchased FF&E, then following any such purchase, any portion of the Proposed Purchased
FF&E that is actually purchased by Tenant shall be referred to in this Article 25 as the “Purchased FF&E”,
and Tenant will have no remaining obligations to Landlord to manage, repair or replace any portion of the Purchased FF&E. Upon
such agreement, the parties shall enter into a commercially reasonable bill of sale for such Purchased FF&E, and Landlord shall
assign, transfer and convey to Tenant all of Landlord’s right, title and interest in and to the Purchased FF&E on an
 “as is, where is” basis. Landlord represents and warrants that it has the legal right and ownership to the FF&E and
has the legal ability to transfer the ownership thereof to Tenant. Tenant shall use the FF&E only for the purposes for which
such FF&E is intended and, subject to the terms of this Article 25 with respect to Purchased FF&E, if Tenant does not
elect to purchase all of the FF&E pursuant to this Article 25, then Tenant shall be responsible for the proper maintenance,
care and repair of the remaining unpurchased FF&E (the “Unpurchased FF&E”), at Tenant’s sole cost and
expense. On or about the date of expiration of the Term, provided that Tenant did not exercise its right to acquire all of the
FF&E, the parties shall once again conduct a walk-through of the Premises to catalog any items of damage, disrepair, misuse or
loss among the Unpurchased FF&E (reasonable wear and tear excepted), and Tenant shall be responsible, at Tenant’s sole
cost and expense, for curing any such items (including, with respect to loss, replacing any lost item with a substantially similar
new item reasonably acceptable to Landlord). If Tenant does not elect to purchase all of the FF&E pursuant to this
Article 25, then Tenant shall not modify, reconfigure or relocate any of the Unpurchased FF&E except with the advanced
written permission of Landlord, and any work of modifying any of the Unpurchased FF&E (including, without limitation, changing
the configuration of, “breaking down” or reassembly of cubicles or other modular furniture, if any) shall be performed
at Tenant’s sole cost using Landlord’s specified vendors or an alternate vendor approved in writing by Landlord (such
approval to be granted or withheld on Landlord’s good faith discretion, based upon Landlord’s assessment of factors
which include, without limitation, whether the performance by such vendor will void applicable warranties for such furniture and
whether such vendor is sufficiently experienced in the design of such furniture). If Tenant does elect to purchase any of the
FF&E, then Tenant shall remove the Purchased FF&E upon the expiration or earlier termination of the Term in accordance with
Article 12 above. Notwithstanding anything herein to the contrary, in no event shall Tenant have any duty or obligation to
replace any Unpurchased FF&E that does not have a useful life extending beyond the Term.


 






    60 


     


    

 


Article 26

MISCELLANEOUS


 


26.1         LATE
CHARGES


 


(a)            All
payments required hereunder (other than the Monthly Base Rent, Rent Adjustments, and Rent Adjustment Deposits, which shall be due as hereinbefore
provided) to Landlord shall be paid within ten (10) business days after Landlord’s demand therefor. All such amounts (including
Monthly Base Rent, Rent Adjustments, and Rent Adjustment Deposits) not paid when due shall bear interest from the date due until the date
paid at the Default Rate in effect on the date such payment was due.


 


(b)            In
the event Tenant is more than five (5) business days late in paying any installment of Rent due under this Lease, Tenant shall pay
Landlord a late charge equal to five percent (5%) of the delinquent installment of Rent. The parties agree that (i) such delinquency
will cause Landlord to incur costs and expenses not contemplated herein, the exact amount of which will be difficult to calculate, including
the cost and expense that will be incurred by Landlord in processing each delinquent payment of rent by Tenant, (ii) the amount of
such late charge represents a reasonable estimate of such costs and expenses and that such late charge shall be paid to Landlord for each
delinquent payment in addition to all Rent otherwise due hereunder. The parties further agree that the payment of late charges and the
payment of interest provided for in subparagraph (a) above are distinct and separate from one another in that the payment of interest
is to compensate Landlord for its inability to use the money improperly withheld by Tenant, while the payment of late charges is to compensate
Landlord for its additional administrative expenses in handling and processing delinquent payments.


 


(c)            Payment
of interest at the Default Rate and/or of late charges shall not excuse or cure any default by Tenant under this Lease, nor shall the
foregoing provisions of this Article or any such payments prevent Landlord from exercising any right or remedy available to Landlord
upon Tenant’s failure to pay Rent when due, including the right to terminate this Lease.


 


26.2         NO
JURY TRIAL; VENUE; JURISDICTION


 


To the fullest extent permitted
by Laws, each party hereto (which includes any assignee, successor, heir or personal representative of a party) shall not seek a jury
trial, hereby waives trial by jury, and hereby further waives any objection to venue in the County in which the Project is located, and
agrees and consents to personal jurisdiction of the courts of the State of California, in any action or proceeding or counterclaim brought
by any party hereto against the other on any matter whatsoever arising out of or in any way connected with this Lease, the relationship
of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or any claim of injury or damage, or the enforcement of any remedy
under any statute, emergency or otherwise, whether any of the foregoing is based on this Lease or on tort law. No party will seek to consolidate
any such action in which a jury has been waived with any other action in which a jury trial cannot or has not been waived. It is the intention
of the parties that these provisions shall be subject to no exceptions. The provisions of this Section shall survive the expiration
or earlier termination of this Lease.


 


26.3         NO
DISCRIMINATION


 


Tenant agrees for Tenant
and Tenant’s heirs, executors, administrators, successors and assigns and all persons claiming under or through Tenant, and
this Lease is made and accepted upon and subject to the following conditions: that there shall be no discrimination against or
segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or
ancestry (whether in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises or otherwise) nor
shall Tenant or any person claiming under or through Tenant establish or permit any such practice or practices of discrimination or
segregation with reference to the use or occupancy of the Premises by Tenant or any person claiming through or under Tenant.


 


26.4         FINANCIAL
STATEMENTS


 


Within ten (10) days
after written request from Landlord from time to time during the Term, Tenant shall provide Landlord with current financial statements
setting forth Tenant’s financial condition and net worth for the most recent quarter, including balance sheets and statements of
profits and losses. Such statements shall be prepared by an independent accountant and certified by Tenant’s president, chief executive
officer or chief financial officer. Landlord shall keep such financial information confidential and shall only disclose such information
to Landlord’s lenders, consultants, purchasers or investors, or other agents (who shall be subject to the same confidentiality obligations)
on a need to know basis in connection with the administration of this Lease.


 






    61 


     


    

 


26.5         OPTION


 


This Lease shall not become
effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. The submission of this Lease to Tenant does
not constitute a reservation of or option for the Premises, but when executed by Tenant and delivered to Landlord, this Lease shall constitute
an irrevocable offer by Tenant in effect for fifteen (15) days to lease the Premises on the terms and conditions herein contained.


 


26.6         TENANT
AUTHORITY


 


Tenant represents and warrants
to Landlord that it has full authority and power to enter into and perform its obligations under this Lease, that the person executing
this Lease is fully empowered to do so, and that no consent or authorization is necessary from any third party. Landlord may request that
Tenant provide Landlord evidence of Tenant’s authority.


 


26.7         ENTIRE
AGREEMENT


 


This Lease, the Exhibits,
and Riders attached hereto contain the entire agreement between Landlord and Tenant concerning the Premises and there are no other agreements,
either oral or written, and no other representations or statements, either oral or written, on which Tenant has relied. This Lease shall
not be modified except by a writing executed by Landlord and Tenant.


 


26.8         MODIFICATION
OF LEASE FOR BENEFIT OF MORTGAGEE


 


If Mortgagee of Landlord requires
a modification of this Lease which shall not result in any increased cost or expense to Tenant or in any other substantial and adverse
change in the rights and obligations of Tenant hereunder, then Tenant agrees that this Lease may be so modified.


 


26.9         EXCULPATION


 


Tenant agrees, on its behalf
and on behalf of its successors and assigns, that any liability or obligation under this Lease shall only be enforced against Landlord’s
equity interest in the Property up to a maximum of Five Million Dollars ($5,000,000.00) and in no event against any other assets of Landlord,
or Landlord’s members, officers, directors or partners, and that any liability of Landlord with respect to this Lease shall be so
limited and Tenant shall not be entitled to any judgment in excess of such amount. Notwithstanding anything to the contrary contained
herein, in no event shall Landlord be liable to Tenant for consequential, punitive or special damages with respect to this Lease.


 






    62 


     


    

 



 


26.10       ACCORD
AND SATISFACTION


 


No payment by Tenant or
receipt by Landlord of a lesser amount than any installment or payment of Rent due shall be deemed to be other than on account of
the amount due, and no endorsement or statement on any check or any letter accompanying any check or payment of Rent shall be deemed
an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the
balance of such installment or payment of Rent or pursue any other remedies available to Landlord. No receipt of money by Landlord
from Tenant after the termination of this Lease or Tenant’s right of possession of the Premises shall reinstate, continue or
extend the Term. Receipt or acceptance of payment from anyone other than Tenant, including an assignee of Tenant, is not a waiver of
any breach of Article 10, and Landlord may accept such payment on account of the amount due without prejudice to
Landlord’s right to pursue any remedies available to Landlord.


  


26.11        LANDLORD’S
OBLIGATIONS ON SALE OF BUILDING


 


In the event of any sale or
other transfer of the Building, Landlord shall be entirely freed and relieved of all agreements and obligations of Landlord hereunder
accruing or to be performed after the date of such sale or transfer, and any remaining liability of Landlord with respect to this Lease
shall be limited to the dollar amount specified in Section 25.9 and Tenant shall not be entitled to any judgment in excess of such
amount. Landlord shall have the right to assign this Lease to an entity comprised of the principals of Landlord or any Landlord Affiliate.
Upon such assignment and assumption of the obligations of Landlord hereunder, Landlord shall be entirely freed and relieved of all obligations
hereunder.


 


26.12        BINDING
EFFECT


 


Subject to the provisions
of Article 10, this Lease shall be binding upon and inure to the benefit of Landlord and Tenant and their respective heirs, legal
representatives, successors and permitted assigns.


 


26.13        CAPTIONS


 


The Article and Section captions
in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such
Articles and Sections.


 


26.14        TIME;
APPLICABLE LAW; CONSTRUCTION


 


Time is of the essence of
this Lease and each and all of its provisions. This Lease shall be construed in accordance with the Laws of the State of California. If
more than one person signs this Lease as Tenant, the obligations hereunder imposed shall be joint and several. If any term, covenant or
condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and each item, covenant or condition of this Lease shall be valid and
be enforced to the fullest extent permitted by Law. Wherever the term “including” or “includes” is used in this
Lease, it shall have the same meaning as if followed by the phrase “but not limited to”. The language in all parts of this
Lease shall be construed according to its normal and usual meaning and not strictly for or against either Landlord or Tenant.


 






    64


     


    

 


 


26.15       ABANDONMENT


 


In the event Tenant vacates
or abandons the Premises but is otherwise in compliance with all the terms, covenants and conditions of this Lease, Landlord shall (i) have
the right to enter into the Premises in order to show the space to prospective tenants, (ii) have the right to reduce the services
provided to Tenant pursuant to the terms of this Lease to such levels as Landlord reasonably determines to be adequate services for an
unoccupied premises, and (iii) during the last six (6) months of the Term, have the right to prepare the Premises for occupancy
by another tenant upon the end of the Term. Tenant expressly acknowledges that in the absence of written notice pursuant to Section 11.2(b) or
pursuant to California Civil Code Section 1951.3 terminating Tenant’s right to possession, none of the foregoing acts of Landlord
or any other act of Landlord shall constitute a termination of Tenant’s right to possession or an acceptance of Tenant’s surrender
of the Premises, and this Lease shall continue in effect.


 


26.16        LANDLORD’S
RIGHT TO PERFORM TENANT’S DUTIES


 


If Tenant fails timely to
perform any of its duties under this Lease, Landlord shall have the right (but not the obligation), to perform such duty on behalf and
at the expense of Tenant without prior notice to Tenant, and all sums expended or expenses incurred by Landlord in performing such duty
shall be deemed to be additional Rent under this Lease and shall be due and payable upon demand by Landlord.


 


26.17       SECURITY
SYSTEM


 


Landlord, in its sole and
absolute discretion, shall install certain card key access and video camera systems respecting certain main entry points of the Building.
Subject to the foregoing, Landlord shall not be obligated to provide or maintain any security patrol or security system. Landlord shall
not be responsible for the quality of any such patrol or system which may be provided hereunder or for damage or injury to Tenant, its
employees, invitees or others due to the failure, action or inaction of such patrol or system.


 


26.18       NO
LIGHT, AIR OR VIEW EASEMENTS


 


Any diminution or shutting
off of light, air or view by any structure which may be erected on lands of or adjacent to the Project shall in no way affect this Lease
or impose any liability on Landlord.


 


26.19        RECORDATION


 


Neither this Lease, nor any
notice nor memorandum regarding the terms hereof, shall be recorded by Tenant. Any such unauthorized recording shall be a Default for
which there shall be no cure or grace period. Tenant agrees to execute and acknowledge, at the request of Landlord, a memorandum of this
Lease, in recordable form.


 


26.20       SURVIVAL


 


The waivers of the right of
jury trial, the other waivers of claims or rights, the releases and the obligations of Tenant under this Lease to indemnify, protect,
defend and hold harmless Landlord and/or Indemnitees shall survive the expiration or termination of this Lease, and so shall all other
obligations or agreements which by their terms survive expiration or termination of this Lease.


 






    65


     


    

 


 26.21       OFAC




 


(a)            Tenant
hereby represents, warrants and covenants to Landlord, either that (i) Tenant is regulated by the SEC, FINRA or the Federal Reserve
(a “Regulated Entity”) or (ii) neither Tenant nor any person or entity that directly or indirectly (A) controls
Tenant or (B) has an ownership interest in Tenant of twenty-five percent (25%) or more, appears on the list of Specially Designated
Nationals and Blocked Persons (“OFAC List”) published by the Office of Foreign Assets Control (“OFAC”) of the
U.S. Department of the Treasury.


 


(b)            Tenant
covenants that during the term of this Lease to provide to Landlord information reasonably requested by Landlord including without limitation,
organizational structural charts and organizational documents which Landlord may deem to be necessary (“Tenant OFAC Information”)
in order for Landlord to confirm Tenant’s continuing compliance with the provisions of this Article. Tenant represents and warrants
that the Tenant OFAC Information it has provided or to be provided to Landlord or Landlord’s Broker in connection with the execution
of this Lease is true and complete.


 


(c)            Landlord
advises Tenant hereby that the purpose of this Section is to provide to Landlord information and assurances to enable Landlord to
comply with the Laws relating to OFAC.


 


(d)            Tenant
acknowledges that the breach of any of the representations, warranties and/or covenants by Tenant under this Section 25.21 shall
be an immediate Default under this Lease.


 


26.22        INSPECTION
BY A CASP IN ACCORDANCE WITH CIVIL CODE SECTION 1938.


 


Landlord discloses that to
Landlord’s knowledge, neither the Building nor the Premises have undergone inspection by a Certified Access Specialist. Furthermore,
pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the following: “A Certified Access Specialist
(CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related
accessibility standards under state law. Although California state law does not require a CASp inspection of the subject premises, the
commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for
the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on
the arrangements for the time and manner of any such CASp inspection, the payment of the costs and fees for the CASp inspection and the
cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises.”
Tenant agrees that (a) Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether
the Premises complies with all of the applicable construction-related accessibility standards under California law, (b) the parties
shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option, have a
representative present during such inspection, and (c) Tenant shall be solely responsible for the cost of any repairs necessary to
correct violations of construction-related accessibility standards within the Premises and Building identified by any such CASp inspection,
any and all such alterations and repairs within the Premises to be performed by Tenant shall be subject to Landlord’s consent and
in accordance with this Lease. Landlord and Tenant hereby agree that if Tenant elects to perform a CASp inspection of the Premises, Tenant
will provide written notice to Landlord, and Landlord may elect, in Landlord’s sole discretion, to retain a CASp to perform the
inspection. If Landlord does not so elect, the time and manner of the CASp inspection is subject to the prior written approval of Landlord.
In either event, the payment of the fee for the CASp inspection shall be borne by Tenant.


 






    66


     


    

  


26.23       COUNTERPARTS


 


This Lease may be executed
in any number of counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same
instrument. Telecopied signatures or signatures transmitted by electronic mail in so-called “pdf” format or via DocuSign or
similar electronic means, may be used in place of original signatures on this Lease. Landlord and Tenant intend to be bound by the signatures
on the telecopied or e-mailed document, are aware that the other party will rely on the telecopied or e-mailed signatures, and hereby
waive any defenses to the enforcement of the terms of this Lease based on such telecopied or e-mailed signatures. Promptly following request
by either party, the other party shall provide the requesting party with original signatures on this Lease.


 


26.24       EXHIBITS
AND RIDERS


 


All exhibits, riders and/or
addenda referred to in this Lease as an exhibit, rider, or addenda hereto, or attached hereto, are hereby incorporated into and made a
part of this Lease.


 


[Signatures on Following Page]


 






    67


     


    

 


IN WITNESS WHEREOF, this Lease
has been executed as of the date set forth in Section 1.1 hereof.


 


	TENANT:	 	LANDLORD:
	 	 	 
	LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation	 	EMERY STATION OFFICE II, LLC, a California
  limited liability company
	 	 	 
	 	 	By:	Emery Station Associates II, LLC,
  its Managing Member




  


	 	 	 	By:	Wareham-NZL, LLC,
	By:	/s/ Matthew W. Foehr	 	 	 	its Managing Member






 


	Name:	Matthew W. Foehr	 







	 	By:	/s/
  Richard K. Robbins                  




	Its:	President/COO	 	 	 	 	Richard K. Robbins
	 	 	 	 	 	 	Its Manager



 


	By:	/s/ Charles Berkman	 	 	 	 






 


	Name:	Charles Berkman 	 







	 	 	 




	Its:	SVP, General Counsel, and Secretary	 	 	 	 	 






 



    68


     


    

  


RIDER 1


 


COMMENCEMENT DATE AGREEMENT


 


________________,
LLC, a ___________ limited liability company (“Landlord”), and                         ,
a               (“Tenant”),
have entered into a certain Office/Laboratory Lease dated as of                    ,
20__ (the “Lease”).


 


WHEREAS, Landlord and Tenant
wish to confirm and memorialize the Commencement Date, the Rent Commencement Date and Expiration Date of the Lease as provided for in
Section 2.2 of the Lease;


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants contained herein and in the Lease, Landlord and Tenant agree as follows:


 


1.            Unless
otherwise defined herein, all capitalized terms shall have the same meaning ascribed to them in the Lease.


 


2.            The
Phase I Commencement Date (as defined in the Lease) of the Lease is ___________, 20__.


 


3.            The
Phase II Commencement Date (as defined in the Lease) of the Lease is ___________, 20__.


 


4.            The
Phase I Rent Commencement Date (as defined in the Lease) of the Lease is ___________, 20__.


 


5.            The
Phase II Rent Commencement Date (as defined in the Lease) of the Lease is ___________, 20__.


 


6.            The
Expiration Date (as defined in the Lease) of the Lease is ___________, 20__.


 


7.            The
Extended Expiration Date under the Crystal Bio Lease (as defined in the ________ Amendment to the Crystal Bio Lease) is __________, 20__.


 


8.            Tenant
hereby confirms the following:


 


(a)            That
it has accepted possession of the Premises pursuant to the terms of the Lease;


 


(b)            That
the Landlord Work is Substantially Complete; and


 


(c)            That
the Lease is in full force and effect.


 


9.            Except
as expressly modified hereby, all terms and provisions of the Lease are hereby ratified and confirmed and shall remain in full force and
effect and binding on the parties hereto.


 






    Rider 1-1


     


    

 


10.            The
Lease and this Commencement Date Agreement contain all of the terms, covenants, conditions and agreements between Landlord and Tenant
relating to the subject matter herein. No prior other agreements or understandings pertaining to such matters are valid or of any force
and effect.


  


	TENANT:	 	LANDLORD:
	 	,	________________ LLC, 
	a_______________________	 	a ________ limited liability company
	 	 	 



 


	By:	 	 	By:	 







	Print Name:	 	 	 	        Richard
  K. Robbins







	Its:	 	 	 	        Managing
  Member



 


	By:	 	 	[INSERT CORRECT SIGNATURE BLOCK FOR PROPERTY]



	Print
  Name:	 	 	 	 






	Its:	                          	 	 



   






    Rider 1-2