Exhibit 10.14

   

  LEASE

   

  by and between

   

  BMR-MODA SORRENTO LP,

  a Delaware limited partnership,

   

  AS LANDLORD

   

  and

   

  CUE HEALTH INC.,

  a Delaware corporation,

   

  AS TENANT

   

  
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  Table of Contents

   

  	
          1.

        	
          Lease of Premises

        	
          1

        
	
          2.

        	
          Basic Lease Provisions

        	
          2

        
	
          3.

        	
          Term

        	
          5

        
	
          4.

        	
          Possession and Commencement Date.

        	
          5

        
	
          5.

        	
          Condition of Premises

        	
          7

        
	
          6.

        	
          Rentable Area

        	
          7

        
	
          7.

        	
          Rent

        	
          8

        
	
          8.

        	
          Rent Abatement.

        	
          8

        
	
          9.

        	
          Operating Expenses

        	
          9

        
	
          10.

        	
          Taxes on Tenant’s Property

        	
          12

        
	
          11.

        	
          Security Deposit

        	
          13

        
	
          12.

        	
          Use

        	
          15

        
	
          13.

        	
          Rules and Regulations, CC&Rs, Parking Facilities and Common Area

        	
          18

        
	
          14.

        	
          Project Control by Landlord

        	
          19

        
	
          15.

        	
          Quiet Enjoyment

        	
          20

        
	
          16.

        	
          Utilities and Services

        	
          20

        
	
          17.

        	
          Alterations

        	
          23

        
	
          18.

        	
          Repairs and Maintenance

        	
          26

        
	
          19.

        	
          Liens

        	
          27

        
	
          20.

        	
          Estoppel Certificate

        	
          28

        
	
          21.

        	
          Hazardous Materials

        	
          28

        
	
          22.

        	
          Odors and Exhaust

        	
          31

        
	
          23.

        	
          Insurance

        	
          32

        
	
          24.

        	
          Damage or Destruction

        	
          36

        
	
          25.

        	
          Eminent Domain

        	
          38

        
	
          26.

        	
          Surrender

        	
          39

        
	
          27.

        	
          Holding Over

        	
          40

        
	
          28.

        	
          Indemnification and Exculpation

        	
          40

        
	
          29.

        	
          Assignment or Subletting

        	
          41

        
	
          30.

        	
          Subordination and Attornment

        	
          46

        
	
          31.

        	
          Defaults and Remedies

        	
          46

        


  
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          32.

        	
          Bankruptcy

        	
          52

        
	
          33.

        	
          Brokers

        	
          53

        
	
          34.

        	
          Definition of Landlord

        	
          53

        
	
          35.

        	
          Limitation of Landlord’s Liability

        	
          53

        
	
          36.

        	
          Intentionally Omitted.

        	
          54

        
	
          37.

        	
          Representations

        	
          54

        
	
          38.

        	
          Confidentiality

        	
          54

        
	
          39.

        	
          Notices

        	
          55

        
	
          40.

        	
          Miscellaneous

        	
          55

        


  
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  LEASE

   

  THIS LEASE (this “Lease”) is entered into as of this 4th day of December, 2018 (the “Execution Date”), by and between
    BMR-MODA SORRENTO LP, a Delaware limited partnership (“Landlord”), and CUE HEALTH INC., a Delaware corporation (“Tenant”).

   

  RECITALS

   

  A.       WHEREAS, Landlord owns certain real property (the “Property”) and the improvements on the Property located at 4940 and
    4980 Carroll Canyon Road, and 5451 and 5501 Oberlin Drive, San Diego, California 92121, including the buildings located thereon; and

   

  B.       WHEREAS, Landlord wishes to lease to Tenant, and Tenant desires to lease from Landlord, certain premises (the “Premises”)


    consisting of approximately 20,900 rentable square feet of space located on the first (1st) floor of the building located at 4980 Carroll Canyon Road in which the Premises are located (the “Building”), pursuant to the terms and conditions of
    this Lease, as detailed below.

   

  AGREEMENT

   

  NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained herein and for other good and valuable
    consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows:

   

  		1.	Lease of Premises.


   

  1.1         Effective on the Term Commencement Date (as defined below), Landlord hereby leases to Tenant, and Tenant hereby leases
    from Landlord, the Premises, as shown on Exhibit A attached hereto, for use by Tenant in accordance with the Permitted Use (as defined below) and no other uses. The Property and all landscaping, parking facilities, private drives, if any, and
    other improvements and appurtenances related thereto, including the Building and other adjacent buildings owned by Landlord located at 4940 Carroll Canyon Road, 5451 Oberlin Drive and 5501 Oberlin Drive, each located in San Diego, California, are
    hereinafter collectively referred to as the “Project.” All portions of the Building that are for the non-exclusive use of the tenants of the Building only, and not the tenants of the Project generally, such as service corridors, stairways,
    elevators, public restrooms and public lobbies (all to the extent located in the Building), are hereinafter referred to as “Building Common Area.” All portions of the Project that are for the non-exclusive use of tenants of the Project
    generally, including driveways, sidewalks, parking areas, landscaped areas, and service corridors, stairways, elevators, public restrooms and public lobbies (but excluding Building Common Area), are hereinafter referred to as “Project Common Area.”


    The Building Common Area and Project Common Area are collectively referred to herein as “Common Area.” Landlord agrees that Landlord will not convert any shipping/receiving area utilized by tenants in the Building Common Area or the Project Common Area
    to common amenity space.

   

  
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  		2.	Basic Lease Provisions. For convenience of the parties, certain basic provisions of this Lease are set forth herein. The provisions set forth herein are subject to the remaining terms and conditions of this Lease and are to be
          interpreted in light of such remaining terms and conditions.


   

  2.1         This Lease shall take effect upon the Execution Date and, except as specifically otherwise provided within this Lease,
    each of the provisions hereof shall be binding upon and inure to the benefit of Landlord and Tenant from the date of execution and delivery hereof by all parties hereto. The parties acknowledge and agree that the Premises shall be delivered to Tenant
    for the commencement and performance of the Tenant’s Improvements upon at least ten (10) business days written notice from Tenant to Landlord requesting delivery of the Premises (such date of delivery shall be referred to as the “Delivery Date”);

    provided, that Tenant shall not be liable for the cost of utilities supplied to the Premises prior to the Delivery Date.

   

  2.2         In the definitions below, each current Rentable Area (as defined below) is expressed in square feet. Rentable Area and “Tenant’s


      Pro Rata Share” are both subject to adjustment as provided in this Lease.

   

  	
          Definition or Provision

        	
          Means the Following (As of the Execution Date)

        
	
          Approximate Rentable Area of the Premises

        	
          20,900 square feet

        
	
          Approximate Rentable Area of the Building

        	
          28,320 square feet

        
	
          Approximate Rentable Area of the Project

        	
          104,577 square feet

        
	
          Tenant’s Pro Rata Share of the Building

        	
          73.80%

        
	
          Tenant’s Pro Rata Share of the Project

        	
          19.99%

        


  
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  2.3          Monthly and annual installments of Base Rent for the Premises (“Base Rent”) as of the Term Commencement Date,
    subject to the Abatement Amount credited to Tenant during the Abatement Period pursuant to the terms and conditions of Section 8 below:

   

  	
          Dates

        	
           

        	
          Square Feet of Rentable Area

        	
           

        	
           

        	
          Base Rent per Square Foot of Rentable Area

        	
           

        	
           

        	
          Monthly Base Rent

        	
           

        	
           

        	
          Annual Base Rent

        	
           

        
	
          Term Commencement Date - Month 12

        	
           

        	
           

        	
          20,900

        	
           

        	
           

        	
          $

        	
          3.60 monthly

        	
           

        	
           

        	
          $

        	
          75,240.00

        	
           

        	
           

        	
          $

        	
          902,880.00

        	
           

        
	
          Months 13 - 24

        	
           

        	
           

        	
          20,900

        	
           

        	
           

        	
          $

        	
          3.71 monthly

        	
           

        	
           

        	
          $

        	
          77,497.20

        	
           

        	
           

        	
          $

        	
          929,966.40

        	
           

        
	
          Months 25 - 36

        	
           

        	
           

        	
          20,900

        	
           

        	
           

        	
          $

        	
          3.82 monthly

        	
           

        	
           

        	
          $

        	
          79,822.12

        	
           

        	
           

        	
          $

        	
          957,865.39

        	
           

        
	
          Months 37 - 48

        	
           

        	
           

        	
          20,900

        	
           

        	
           

        	
          $

        	
          3.93 monthly

        	
           

        	
           

        	
          $

        	
          82,216.78

        	
           

        	
           

        	
          $

        	
          986,601.35

        	
           

        
	
          Months 49 - 60

        	
           

        	
           

        	
          20,900

        	
           

        	
           

        	
          $

        	
          4.05 monthly

        	
           

        	
           

        	
          $

        	
          84,683.28

        	
           

        	
           

        	
          $

        	
          1,016,199.39

        	
           

        
	
          Months 61 - 72

        	
           

        	
           

        	
          20,900

        	
           

        	
           

        	
          $

        	
          4.17 monthly

        	
           

        	
           

        	
          $

        	
          87,223.78

        	
           

        	
           

        	
          $

        	
          1,046,685.37

        	
           

        
	
          Months 73 - 84

        	
           

        	
           

        	
          20,900

        	
           

        	
           

        	
          $

        	
          4.30 monthly

        	
           

        	
           

        	
          $

        	
          89,840.49

        	
           

        	
           

        	
          $

        	
          1,078,085.93

        	
           

        
	
          Months 85 - 96

        	
           

        	
           

        	
          20,900

        	
           

        	
           

        	
          $

        	
          4.43 monthly

        	
           

        	
           

        	
          $

        	
          92,535.71

        	
           

        	
           

        	
          $

        	
          1,110,428.51

        	
           

        
	
          Months 97 - 108

        	
           

        	
           

        	
          20,900

        	
           

        	
           

        	
          $

        	
          4.56 monthly

        	
           

        	
           

        	
          $

        	
          95,311.78

        	
           

        	
           

        	
          $

        	
          1,143,741.37

        	
           

        
	
          Months 109 - 120

        	
           

        	
           

        	
          20,900

        	
           

        	
           

        	
          $

        	
          4.70 monthly

        	
           

        	
           

        	
          $

        	
          98,171.13

        	
           

        	
           

        	
          $

        	
          1,178,053.61

        	
           

        
	
          Months 121 - 127

        	
           

        	
           

        	
          20,900

        	
           

        	
           

        	
          $

        	
          4.84 monthly

        	
           

        	
           

        	
          $

        	
          101,116.27

        	
           

        	
           

        	
          $

        	
          1,213,395.22

        	
           

        


   

  Base Rent is subject to an annual upward adjustment of three percent (3%) of the then-current Base Rent, with the first such adjustment becoming
    effective commencing on the first (1st) annual anniversary of the Term Commencement Date, and subsequent adjustments becoming effective on every successive annual
    anniversary of the Term Commencement Date during the Term. The foregoing table reflects such annual upward adjustments of the Base Rent. Base Rent is also subject to adjustment arising from any disbursement of the Additional TI Allowance as set forth
    in Section 4.4 below and subject to abatement in accordance with Article 8 below.

   

  2.4          Estimated Term Commencement Date: October 1, 2019

   

  2.5          Estimated Term Expiration Date: March 31, 2030

   

  2.6          Security Deposit: $75,240.00

   

  2.7          Permitted Use: Office and laboratory use in conformity with all federal, state, municipal and local laws, codes,
    ordinances, rules and regulations of Governmental Authorities (as defined below) having jurisdiction over the Premises, the Building, the Property, the Project, Landlord or Tenant, including both statutory and common law and hazardous waste rules and
    regulations (“Applicable Laws”).

   

  2.8          Address for Rent Payment:

   

  BMR-MODA SORRENTO LP

  Attention Entity 699

  P.O. Box 511415

  Los Angeles, California 90051-7970

   

  
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  2.9          Address for Notices to Landlord:

   

  BMR-MODA SORRENTO LP

  17190 Bernardo Center Drive

  San Diego, California 92128

  Attn: Legal Department

   

  2.10        Address for Notices to Tenant:

   

  Prior to the Term Commencement Date:

    

    11100 Roselle Street

    Suite A

    San Diego, CA 92121

    Attention: Ayub Khattak

   

  From and after the Term Commencement Date:

    

    At the Premises

    Attention: Ayub Khattak

   

  in either case with a copy to:

    

    Cooley LLP

    4401 Eastgate Mall

    San Diego, CA 92121

    Attention: Michael Levinson, Esq.

   

  2.11        Address for Invoices to Tenant:

   

  Prior to the Term Commencement Date:

    

    11100 Roselle Street

    Suite A

    San Diego, CA 92121

    Attention: Ayub Khattak

   

  From and after the Term Commencement Date:

    

    At the Premises

    Attention: Ayub Khattak

   

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

   

  
    	
            Exhibit A

          	
            Premises

          
	
            Exhibit B

          	
            Work Letter

          
	
            Exhibit B-1

          	
            Tenant Work Insurance Schedule

          
	
            Exhibits B-2

          	
            Approved TI Concept Plan

          
	
            Exhibit C

          	
            Acknowledgement of Term Commencement Date and Term Expiration Date

          
	
            Exhibit D

          	
            Form of Additional TI Allowance Acceptance Letter

          
	
            Exhibit E

          	
            Form of Letter of Credit

          
	
            Exhibit F

          	
            Rules and Regulations

          
	
            Exhibit G

          	
            Tenant’s Personal Property

          
	
            Exhibit H

          	
            Form of Estoppel Certificate

          
	
            Exhibit I

          	
            Signage Criteria

          


  

  
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  3.            Term. The actual term of this Lease as the same may be earlier terminated in accordance with this Lease, the “Term”)


    shall commence on the Term Commencement Date (as defined in Article 4) and end on the date (the “Term Expiration Date”) that is the last day of the one hundred twenty-seventh (127th) month after the Term Commencement Date, subject to any
    extension or earlier termination of this Lease as provided herein. TENANT HEREBY WAIVES THE REQUIREMENTS OF SECTION 1933 OF THE CALIFORNIA CIVIL CODE, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

   

  		4.	Possession and Commencement Date.


   

  4.1.        The “Term Commencement Date” shall be the earlier of (a) the Estimated Term Commencement Date and (b) the day the
    work required of Tenant (the “Tenant Improvements”) described in the Work Letter set forth in Exhibit B attached hereto (the “Work Letter”) is Substantially Complete (as defined below). Tenant shall execute and deliver to Landlord
    written acknowledgment of the actual Term Commencement Date and the Term Expiration Date within ten (10) days after Tenant takes occupancy of the Premises, in the form attached as Exhibit C hereto. Failure to execute and deliver such
    acknowledgment, however, shall not affect the Term Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or other similar governmental licensing of the Premises required for
    the Permitted Use by Tenant shall not serve to extend the Term Commencement Date. The term “Substantially Complete” or “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Approved
    Plans (as defined in the Work Letter), except for minor punch list items.

   

  4.2.        Tenant shall cause the Tenant Improvements to be constructed in the Premises pursuant to the Work Letter at Tenant’s sole
    cost and expense; provided Landlord shall provide a tenant improvement allowance to Tenant in connection with the Tenant Improvements not to exceed (a) Four Million Three Hundred Eighty-Nine Thousand and 00/100 Dollars ($4,389,000.00) (based upon Two
    Hundred Ten and 00/100 Dollars ($210.00) per square foot of Rentable Area (as defined below)) (the “Base TI Allowance”) plus (b) if properly requested by Tenant pursuant to this Section, Four Hundred Eighteen Thousand and 00/100 Dollars
    ($418,000.00) (based upon Twenty and 00/100 Dollars ($20.00) per square foot of Rentable Area) (the “Additional TI Allowance”). The Base TI Allowance, together with Additional TI Allowance (if properly requested by Tenant pursuant to this Article


      4), shall be referred to herein as the “TI Allowance.” In no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under this Lease. The TI Allowance may be applied to the costs of (m) construction, (n)
    project review by Landlord (which fee shall equal the lesser of (i) one and one-half percent (1.5%) of the cost of the Tenant Improvements, including the Base TI Allowance and, if used by Tenant, the Additional TI Allowance and (ii) Landlord’s actual
    incurred cost for Landlord’s thirty-party agent or representative to review Tenant’s construction and performance of the Tenant Improvements in the Premises), (o) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified
    commissioning agent hired by Tenant, and review of such party’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (p) space planning, architect, engineering and other related services performed by third parties
    unaffiliated with Tenant, (q) building permits and other taxes, fees, charges and levies by Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, (r) costs and expenses for labor, material, equipment and
    fixtures and (s) project management fees to Hughes Marino equal to (and not to exceed) three percent (3%) of the cost of the Tenant Improvements. In no event shall the TI Allowance be used for (v) the cost of work that is not authorized by the Approved
    Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (w) payments to Tenant or any affiliates of Tenant, (x) the purchase of any furniture, personal property or other non-building system equipment, (y) costs arising from
    any default by Tenant of its obligations under this Lease or (z) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).

   

  
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  4.3.        To the extent that the total projected cost of the Tenant Improvements (as projected or approved by Landlord) exceeds the
    TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Tenant Improvements on a pari passu basis with Landlord as such costs are paid, in the proportion of such Excess TI Costs payable by Tenant to the TI Allowance
    payable by Landlord. If the entire Excess TI Costs advanced by Tenant to Landlord are not applied toward the costs of the Tenant Improvements, then Landlord shall promptly return such excess to Tenant following completion of all of the Tenant
    Improvements.

   

  4.4         Tenant shall have until six (6) months following the Term Commencement Date (the “TI Deadline”), to submit Fund
    Requests (as defined in the Work Letter) to Landlord for disbursement of the unused portion of the TI Allowance, after which date Landlord’s obligation to fund any such costs for which Tenant has not submitted a Fund Request to Landlord shall expire.
    Base Rent shall be increased to include the amount of the Additional TI Allowance disbursed by Landlord in accordance with this Lease amortized over the portion of the initial Term occurring after the expiration of the Abatement Period (as defined
    below) at a rate of eight percent (8.00%) annually. The amount by which Base Rent shall be increased shall be determined as of the Term Commencement Date and Base Rent shall be increased accordingly and the payments of such increased Base Rent shall
    commence after expiration of the Abatement Period. If such determination of the increase in Base Rent as of the Term Commencement Date does not reflect use by Tenant of all of the Additional TI Allowance, then it shall be determined again as of the TI
    Deadline, with Tenant paying (on the next succeeding day that Base Rent is due under this Lease (the “TI True-Up Date”)) any underpayment of the further adjusted Base Rent for the period beginning on the day after the Abatement Period expires
    and ending on the TI True-Up Date. For purposes of clarification, the annual upward adjustments of Base Rent described in Section 2.3 shall apply to any increase in Base Rent arising from any disbursement of the Additional TI Allowance.
    Landlord shall not be obligated to expend any portion of the Additional TI Allowance unless and until Landlord shall have received from Tenant a letter in the form attached as Exhibit D hereto executed by an authorized officer of Tenant.

   

  
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  4.5.        Tenant and its authorized agents shall be granted a license by Landlord to enter upon the Premises prior to the Delivery
    Date at a time and date determined by Landlord in Landlord reasonable discretion, at Tenant’s sole risk and expense, for the sole purpose of inspecting, surveying and measuring the Premises (and not to conduct any invasive environmental testing of the
    Premises or to conduct any business of Tenant in the Building or Premises); provided, however, that (a) prior to entering upon the Premises, Tenant shall furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant
    under the provisions of Article 23 are in effect, (b) and such early entry shall at all times prior to the Delivery Date be subject to Articles 12, 13, 14, 19, 21, 22, 23, 28, 31, 34, 35, 37, 38, 39 and 40 of this Lease; (c) Tenant shall pay
    all service and maintenance charges for the Premises attributable to Tenant’s early entry and use of the Premises as reasonably determined by Landlord, except that Tenant shall not be obligated to pay for the cost of utilities supplied to the Premises
    prior to the Delivery Date, and (d) prior to entering upon the Premises, Tenant shall have delivered to Landlord an executed original of this Lease and payment in an amount equal to (i) monthly Base Rent for the first (1st) month of the initial Term,
    plus (ii) the Security Deposit. In the event of any breach or default by Tenant of any term or provision of those certain Lease sections set forth in clause (b) above, Landlord may, in its reasonable discretion, in addition to exercising any of its
    other rights and remedies set forth herein, revoke such early entry license upon written notice to Tenant.

   

  4.6.        Tenant shall pay all utility charges, together with any fees, surcharges and taxes thereon for the period beginning on the
    date that Tenant first accesses the Premises for any reason after the Execution Date. For the avoidance of doubt, Tenant shall not be liable for the cost of utilities supplied to the Premises prior to the Delivery Date.

   

  5.             Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord
    has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant
    acknowledges that, subject to Landlord’s obligations to make available to Tenant the TI Allowance in accordance with this Lease as described below in this Section 5, (a) it is fully familiar with the condition of the Premises and agrees to take
    the same in its condition “as is” as of the Delivery Date and (b) Landlord shall have no obligation to alter or repair the Premises for Tenant’s occupancy or construct any improvements or otherwise prepare the Premises for Tenant’s occupancy, except
    that Landlord will make available to Tenant the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to
    in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair.

   

  		6.	Rentable Area.


   

  6.1         The term “Rentable Area” shall reflect such areas as reasonably calculated by Landlord’s architect, as the same may
    be reasonably adjusted from time to time by Landlord in consultation with Landlord’s architect to reflect changes to the Premises (or a portion thereof), the Building or the Project, as applicable. Notwithstanding the foregoing to the contrary, in no
    event shall the Rentable Area of the Project, the Premises or the Building be deemed to have increased unless due to a change in the outer dimensions of the exterior walls of the same.

   

  
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  6.2         The Rentable Area of the Building is generally determined by making separate calculations of Rentable Area applicable to
    each floor within the Building and totaling the Rentable Area of all floors within the Building. The Rentable Area of a floor is computed by measuring to the outside finished surface of the permanent outer Building walls. The full area calculated as
    previously set forth is included as Rentable Area, without deduction for columns and projections or vertical penetrations, including stairs, elevator shafts, flues, pipe shafts, vertical ducts and the like, as well as such items’ enclosing walls.

   

  6.3         The term “Rentable Area,” when applied to the Premises, is that area equal to the usable area of the Premises, plus
    an equitable allocation of Rentable Area within the Building that is not then utilized or expected to be utilized as usable area, including that portion of the Building devoted to corridors, equipment rooms, restrooms, elevator lobby, atrium and
    mailroom.

   

  6.4         The Rentable Area of the Project is the total Rentable Area of all buildings within the Project.

   

  		7.	Rent.


   

  7.1         Commencing on the Term Commencement Date, Tenant shall pay to Landlord the sums set forth in Section 2.3 as Base
    Rent for the Premises, subject to the abatement of Base Rent to the extent set forth in Section 8 below. Base Rent shall be paid in equal monthly installments as set forth in Section 2.3, each in advance on the first day of each and every
    calendar month during the Term. For the avoidance of doubt, Tenant’s payment of Base Rent for the first (1st) month of the Term shall be delivered to Landlord on the Term Commencement Date.

   

  7.2         In addition to Base Rent, Tenant shall pay to Landlord as additional rent (“Additional Rent”), commencing on the
    Term Commencement Date (or the Expense Trigger Date (as defined below) with respect to Operating Expenses) and at times hereinafter specified in this Lease, notwithstanding any abatement of Base Rent provided in Section 8 below, (a) Tenant’s Adjusted
    Share (as defined below) of Operating Expenses (as defined below), (b) the Property Management Fee (as defined below) and (c) any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including
    any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after notice and the lapse of any
    applicable cure periods.

   

  7.3         Base Rent and Additional Rent shall together be denominated “Rent.” Rent shall be paid to Landlord, without
    abatement, deduction or offset, in lawful money of the United States of America to the address set forth in Section 2.8 or to such other person or at such other place as Landlord may from time designate in writing (which may, at Tenant’s
    election, include payment of Rent by ACH, subject to an ACH authorization form reasonably acceptable to Landlord (which form shall stipulate that such authorization is for credit entries only to Landlord’s bank account)). In the event the Term
    commences or ends on a day other than the first day of a calendar month, then the Rent for such fraction of a month shall be prorated for such period on the basis of the number of days in the month and shall be paid at the then-current rate for such
    fractional month.

   

  
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  7.4         Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by (a) any Applicable Laws now or hereafter
    applicable to the Premises, (b) any other restriction on Tenant’s use, (c) except as expressly provided herein, any casualty or taking or (d) any other occurrence; and Tenant waives all rights now or hereafter existing to terminate or cancel this Lease
    or quit or surrender the Premises or any part thereof, or to assert any defense in the nature of constructive eviction to any action seeking to recover rent. Tenant’s obligation to pay Rent with respect to any period or obligations arising, existing or
    pertaining to the period prior to the date of the expiration or earlier termination of the Term or this Lease shall survive any such expiration or earlier termination; provided, however, that nothing in this sentence shall in any way affect
    Tenant’s obligations with respect to any other period.

   

  8.             Rent Abatement. Notwithstanding anything to the contrary contained herein and provided that
    no default by Tenant occurs hereunder beyond any applicable notice and cure period, Landlord hereby agrees that Tenant shall not be required to pay monthly Base Rent for the second (2nd) month of the initial Term through the eighth (8th) month of the
    initial Term (the “Abatement Period”). The total amount of monthly Base Rent abated during the Abatement Period shall not exceed Five Hundred Twenty-Six Thousand Six Hundred Eighty and 00/100 Dollars ($526,680.00) (the “Abatement Amount”);


    provided that the Abatement Amount shall not be increased as a result of any increase in Base Rent arising from Landlord’s disbursement of any Additional TI Allowance in accordance with Sections 4.2 and 4.4 of this Lease. During
    the Abatement Period, Tenant shall still be responsible for the payment of all of its other monetary obligations under this Lease, including, all Additional Rent, including Operating Expenses the Property Management Fee and costs of utilities for the
    Premises. In the event of a default by Tenant under the terms of this Lease that results in termination of this Lease in accordance with the provisions of this Lease, then as a part of the recovery set forth in this Lease and in addition to any other
    remedies to which Landlord is entitled pursuant to Section 31 hereof, Landlord shall be entitled to the immediate recovery, as of the day prior to such termination, of the unamortized Abatement Amount that was abated under the provisions of
    this Section 8.

   

  		9.	Operating Expenses.


   

  9.1         As used herein, the term “Operating Expenses” shall include:

   

  (a)       Government impositions, including property tax costs consisting of real and personal property taxes (including amounts due
    under any improvement bond upon the Building or the Project (including the parcel or parcels of real property upon which the Building, the other buildings in the Project and areas serving the Building and the Project are located)) or assessments in
    lieu thereof imposed by any federal, state, regional, local or municipal governmental authority, agency or subdivision (each, a “Governmental Authority”); taxes on or measured by gross rentals received from the rental of space in the Project;
    taxes based on the square footage of the Premises, the Building or the Project, as well as any parking charges, utilities surcharges or any other costs levied, assessed or imposed by, or at the direction of, or arising from Applicable Laws or
    interpretations thereof, promulgated by any Governmental Authority in connection with the use or occupancy of the Project or the parking facilities serving the Project; taxes on this transaction or any document to which Tenant is a party creating or
    transferring an interest in the Premises; any fee for a business license to operate an office building; and any expenses, including the reasonable cost of attorneys or experts, reasonably incurred by Landlord in seeking reduction by the taxing
    authority of the applicable taxes, less tax refunds obtained as a result of an application for review thereof; and

   

  
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  (b)       All other costs of any kind paid or incurred by Landlord in connection with the operation or maintenance of the Building and
    the Project, and costs of repairs and replacements to improvements within the Project as appropriate to maintain the Project as required hereunder; costs of utilities furnished to the Common Area; sewer fees; cable television; trash collection;
    cleaning, including windows; heating, ventilation and air-conditioning (“HVAC”) furnished to the Building, Project and Common Area; maintenance of landscaping and grounds; maintenance of drives and parking areas; maintenance of the roof;
    security services and devices; building supplies; maintenance or replacement of equipment utilized for operation and maintenance of the Project; license, permit and inspection fees; sales, use and excise taxes on goods and services purchased by
    Landlord in connection with the operation, maintenance or repair of the Building or Project systems and equipment; telephone, postage, stationery supplies and other expenses incurred in connection with the operation, maintenance or repair of the
    Project; third party accounting, legal and other professional fees and expenses incurred in connection with the Project; costs of furniture, draperies, carpeting, landscaping supplies and other customary and ordinary items of personal property provided
    by Landlord for use in Common Area; except as set forth in Section 12.2, capital expenditures incurred (i) in replacing obsolete equipment, (ii) for the primary purpose of reducing Operating Expenses or (iii) required by any Governmental Authority to
    comply with changes in Applicable Laws that take effect after the Execution Date or to ensure continued compliance with Applicable Laws in effect as of the Execution Date, in each case amortized over the useful life thereof, as reasonably determined by
    Landlord, in accordance with generally accepted accounting principles (collectively, “Permitted Capital Expenditures”); costs of complying with Applicable Laws (except to the extent such costs are incurred to remedy non-compliance as of the
    Execution Date with Applicable Laws); costs to keep the Project in compliance with, or costs or fees otherwise required under or incurred pursuant to any CC&Rs (as defined below), including condominium fees; insurance premiums, including premiums
    for commercial general liability, property casualty, earthquake, terrorism and environmental coverages; portions of insured losses paid by Landlord as part of the deductible portion of a loss pursuant to the terms of insurance policies; service
    contracts; costs of services of independent contractors retained to do work of a nature referenced above; and costs of compensation (including employment taxes and fringe benefits) of all persons who perform regular and recurring duties connected with
    the day-to-day operation and maintenance of the Project, its equipment, the adjacent walks, landscaped areas, drives and parking areas, including janitors, floor waxers, window washers, watchmen, gardeners, sweepers, plow truck drivers, handymen, and
    engineering/maintenance/facilities personnel (provided that such costs shall be prorated, as reasonably determined by Landlord, for persons that perform work at other properties owned by Landlord or any affiliate of Landlord).

   

  
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  (c)       Notwithstanding the foregoing, Operating Expenses shall not include any net income, franchise, capital stock, estate or
    inheritance taxes, or taxes that are the personal obligation of Tenant or of another tenant of the Project; leasing commissions; advertising and marketing expenses; expenses that relate to preparation of rental space for a tenant at the Project,
    including costs incurred to improve, renovate, redecorate or otherwise prepare any rental space for a tenant; legal expenses incurred by Landlord in connection with the negotiation of leases with prospective tenants and occupants of the Project (other
    than Tenant) and legal expenses (including attorneys’ fees) incurred in connection with disputes and enforcement of any leases with tenants of the Project (other than Tenant); costs of repairs to the extent reimbursed by payment received from other
    tenants of the Project or a third party not affiliated with Landlord; legal expenses (including attorneys’ fees) incurred in connection with negotiations or disputes between Landlord and employees, management agents, leasing agents, purchasers or
    mortgagees of the Building; expenses of initial development and construction, including grading, paving, landscaping and decorating (as distinguished from maintenance, repair and replacement of the foregoing); costs or expenses to the extent reimbursed
    by payment of insurance proceeds received by Landlord; interest, principal or any other payments under any loans to Landlord or loans secured by a loan agreement, mortgage, deed of trust, security instrument or other loan document covering the Project
    or a portion thereof (collectively, “Loan Documents”) (provided that interest upon a government assessment or improvement bond payable in installments shall constitute an Operating Expense under Subsection 9.1(a)); all payments of
    rent (but not taxes or operating expenses) under any ground lease or other underlying lease of all or any portion of the Project; salaries of executive officers of Landlord; depreciation claimed by Landlord for tax purposes (provided that this
    exclusion of depreciation is not intended to delete from Operating Expenses actual costs of repairs and replacements that are provided for in Subsection 9.1(b)); taxes that are excluded from Operating Expenses by the last sentence of Subsection

      9.1(a); costs or expenses incurred in connection with the financing or sale of the Project or any portion thereof; costs to maintain reserves of any kind; costs incurred to remedy any non-compliance as of the Execution Date with Applicable Laws
    that was not caused by Tenant or any Tenant Party; costs incurred to remove, study, test or remediate Hazardous Materials (as defined below) to the extent such Hazardous Materials existed on or about the Project as of the Execution Date and did not
    arise from and were not caused or exacerbated by Tenant or any Tenant Party (except with respect to those costs for which Tenant is otherwise responsible pursuant to the express terms of this Lease, which costs shall remain Tenant’s direct obligation);
    costs arising from a breach of this Lease by Landlord or the gross negligence or willful misconduct of Landlord or its employees; costs expressly excluded from Operating Expenses elsewhere in this Lease or that are charged to or paid by Tenant under
    other provisions of this Lease; professional fees and disbursements and other costs and expenses related to the ownership (as opposed to the use, occupancy, operation, maintenance or repair) of the Project; capital expenditures, except Permitted
    Capital Expenditures; costs to subsidiaries or affiliates of Landlord for goods and/or services in or to the Project to the extent the same materially exceeds arm’s-length competitive costs charged by firms that are not related to Landlord for the same
    goods and/or services; costs of Landlord’s charitable or political contributions; costs for the initial purchase of any fine art maintained at the Project; a property management fee other than the Property Management Fee (as defined below); penalties,
    fines, interest or other similar charges incurred by Landlord due to Landlord’s inability or unwillingness to make payment of taxes and/or to file any tax or informational returns when due (unless due to a default by Tenant); and any item that, if
    included in Operating Expenses, would involve a double collection for such item by Landlord. To the extent that Tenant uses more than Tenant’s Pro Rata Share of any item of Operating Expenses, Tenant shall pay Landlord for such excess in addition to
    Tenant’s obligation to pay Tenant’s Pro Rata Share of Operating Expenses (such excess, together with Tenant’s Pro Rata Share, “Tenant’s Adjusted Share”).

   

  9.2         Tenant shall pay to Landlord on the first day of each calendar month of the Term, as Additional Rent, (a) the Property
    Management Fee (as defined below) and (b) Landlord’s estimate of Tenant’s Adjusted Share of Operating Expenses with respect to the Building and the Project, as applicable, for such month.

   

  
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  (w)      The “Property Management Fee” shall equal three percent (3.00%) of Base Rent due from Tenant. Tenant shall pay the
    Property Management Fee in accordance with Section 9.2 with respect to the entire Term, including any extensions thereof or any holdover periods by Tenant, regardless of whether Tenant is obligated to pay Base Rent, Operating Expenses or any
    other Rent with respect to any such period or portion thereof. During the Abatement Period (and any period of occupancy prior to the Term as further described in Section 9.5), the Property Management Fee shall be calculated as if Tenant were
    paying Seventy-Five Thousand Two Hundred Forty and 00/100 Dollars ($75,240.00) per month for Base Rent.

   

  (x)       Within ninety (90) days after the conclusion of each calendar year (or such longer period as may be reasonably required by
    Landlord), Landlord shall furnish to Tenant a statement showing in reasonable detail the actual Operating Expenses, Tenant’s Adjusted Share of Operating Expenses, and the cost of providing utilities to the Premises for the previous calendar year (“Landlord’s

      Statement”). Any additional sum due from Tenant to Landlord shall be due and payable within thirty (30) days after receipt of an invoice therefor. If the amounts paid by Tenant pursuant to this Section exceed Tenant’s Adjusted Share of Operating
    Expenses for the previous calendar year, then Landlord shall credit the difference against the Rent next due and owing from Tenant; provided that, if the Lease term has expired, Landlord shall accompany Landlord’s Statement with payment for the
    amount of such difference.

   

  (y)       Any amount due under this Section for any period that is less than a full month shall be prorated for such fractional month
    on the basis of the number of days in the month.

   

  9.3         Landlord may, from time to time, modify Landlord’s calculation and allocation procedures for Operating Expenses, so long
    as such modifications produce Dollar results substantially consistent with Landlord’s then-current practice at the Project. Landlord or an affiliate(s) of Landlord currently own or lease other property(ies) adjacent to the Project or its neighboring
    properties (collectively, “Neighboring Properties”). In connection with Landlord performing services for the Project pursuant to this Lease, similar services may be performed by the same vendor(s) for Neighboring Properties. In such a case,
    Landlord shall reasonably allocate to each Building and the Project the costs for such services based upon the ratio that the square footage of the Building or the Project (as applicable) bears to the total square footage of all of the Neighboring
    Properties or buildings within the Neighboring Properties for which the services are performed, unless the scope of the services performed for any building or property (including the Building and the Project) is disproportionately more or less than for
    others, in which case Landlord shall equitably allocate the costs based on the scope of the services being performed for each building or property (including the Building and the Project). Since the Project consists of multiple buildings, certain
    Operating Expenses may pertain to a particular building(s) and other Operating Expenses to the Project as a whole. Landlord reserves the right in its sole discretion to allocate any such costs applicable to any particular building within the Project to
    such building, and other such costs applicable to the Project to each building in the Project (including the Building), with the tenants in each building being responsible for paying their respective proportionate shares of their buildings to the
    extent required under their leases. Landlord shall allocate such costs to the buildings (including the Building) in a reasonable, non-discriminatory manner, and such allocation shall be binding on Tenant.

   

  
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  9.4         Landlord’s Statement shall be final and binding upon Tenant unless Tenant, within forty-five (45) days after Tenant’s
    receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the reasons therefor; provided that Tenant shall in all events pay the amount specified in Landlord’s Statement, pending
    the results of the Independent Review and determination of the Accountant(s), as applicable and as each such term is defined below. If, during such forty-five (45)-day period, Tenant reasonably and in good faith questions or contests the correctness of
    Landlord’s statement of Tenant’s Adjusted Share of Operating Expenses, Landlord shall provide Tenant with reasonable access to Landlord’s books and records to the extent relevant to determination of Operating Expenses, and such information as Landlord
    reasonably determines to be responsive to Tenant’s written inquiries. Upon Tenant’s request, Landlord agrees to provide such books and records and such other information required to be provided by Landlord electronically following Tenant’s written
    request. In the event that, after Tenant’s review of such information, Landlord and Tenant cannot agree upon the amount of Tenant’s Adjusted Share of Operating Expenses, then Tenant shall have the right to have an independent public accounting firm
    hired by Tenant on an hourly basis and not on a contingent-fee basis (at Tenant’s sole cost and expense) and approved by Landlord (which approval Landlord shall not unreasonably withhold or delay) audit and review such of Landlord’s books and records
    for the year in question as directly relate to the determination of Operating Expenses for such year (the “Independent Review”), but not books and records of entities other than Landlord. Landlord shall make such books and records available at
    the location where Landlord maintains them in the ordinary course of its business. Landlord need not provide copies of any books or records; provided that, in connection with an Independent Review, Landlord agrees to provide the applicable
    books and records required by this Lease electronically following Tenant’s written request. Tenant shall commence the Independent Review within fifteen (15) days after the date Landlord has given Tenant access to Landlord’s books and records for the
    Independent Review. Tenant shall complete the Independent Review and notify Landlord in writing of Tenant’s specific objections to Landlord’s calculation of Operating Expenses (including Tenant’s accounting firm’s written statement of the basis, nature
    and amount of each proposed adjustment) no later than sixty (60) days after Landlord has first given Tenant access to Landlord’s books and records for the Independent Review. Landlord shall review the results of any such Independent Review. The parties
    shall endeavor to agree promptly and reasonably upon Operating Expenses taking into account the results of such Independent Review. If, as of the date that is sixty (60) days after Tenant has submitted the Independent Review to Landlord, the parties
    have not agreed on the appropriate adjustments to Operating Expenses, then the parties shall engage a mutually agreeable independent third party accountant with at least ten (10) years’ experience in commercial real estate accounting in the San Diego
    area (the “Accountant”). If the parties cannot agree on the Accountant, each shall within ten (10) days after such impasse appoint an Accountant (different from the accountant and accounting firm that conducted the Independent Review) and,
    within ten (10) days after the appointment of both such Accountants, those two Accountants shall select a third (which cannot be the accountant and accounting firm that conducted the Independent Review). If either party fails to timely appoint an
    Accountant, then the Accountant the other party appoints shall be the sole Accountant. Within ten (10) days after appointment of the Accountant(s), Landlord and Tenant shall each simultaneously give the Accountants (with a copy to the other party) its
    determination of Operating Expenses, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Accountants shall by majority vote select either Landlord’s or Tenant’s
    determination of Operating Expenses. The Accountants may not select or designate any other determination of Operating Expenses. The determination of the Accountant(s) shall bind the parties. If the parties agree or the Accountant(s) determine that the
    Operating Expenses actually paid by Tenant for the calendar year in question exceeded Tenant’s obligations for such calendar year, then Landlord shall, at Tenant’s option, either (a) credit the excess to the next succeeding installments of estimated
    Additional Rent or (b) pay the excess to Tenant within thirty (30) days after delivery of such results. If the parties agree or the Accountant(s) determine that Tenant’s payments of Operating Expenses for such calendar year were less than Tenant’s
    obligation for the calendar year, then Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such results. If the Independent Review reveals or the Accountant(s) determine that the Operating Expenses billed to Tenant by
    Landlord and paid by Tenant to Landlord for the applicable calendar year in question exceeded by more than five percent (5%) what Tenant should have been billed during such calendar year, then Landlord shall pay the reasonable cost of the Independent
    Review and the reasonable cost of the Accountant(s). In all other cases Tenant shall pay the cost of the Independent Review and the Accountant(s).

   

  
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  9.5         Tenant shall not be responsible for Operating Expenses with respect to any time period prior to the Term Commencement Date
    (other than utilities for the Premises as set forth in Section 16.1); provided, however, that if Tenant occupies the Premises for the conduct of its business prior to the Term Commencement Date, Tenant shall be
    responsible for Operating Expenses from such earlier date of possession (the Term Commencement Date or such earlier date, as applicable, the “Expense Trigger Date”); and provided, further, that Landlord may annualize certain Operating
    Expenses incurred prior to the Expense Trigger Date over the course of the budgeted year during which the Expense Trigger Date occurs, and Tenant shall be responsible for the annualized portion of such Operating Expenses corresponding to the number of
    days during such year, commencing with the Expense Trigger Date, for which Tenant is otherwise liable for Operating Expenses pursuant to this Lease. Tenant’s responsibility for Tenant’s Adjusted Share of Operating Expenses shall continue to the latest
    of (a) the date of termination of the Lease, and (b) the date Tenant has fully vacated the Premises, provided that the foregoing shall in no event limit Landlord’s right to recover unpaid Rent for the balance of the Term in accordance with Section
      31.5 if this Lease is terminated due to a default by Tenant.

   

  9.6         Operating Expenses for the calendar year in which Tenant’s obligation to share therein commences and for the calendar year
    in which such obligation ceases shall be prorated on a basis reasonably determined by Landlord. Expenses such as taxes, assessments and insurance premiums that are incurred for an extended time period shall be prorated based upon the time periods to
    which they apply so that the amounts attributed to the Premises relate in a reasonable manner to the time period wherein Tenant has an obligation to share in Operating Expenses.

   

  9.7         In the event that the Building or Project is less than fully occupied during a calendar year, Tenant acknowledges that
    Landlord may extrapolate Operating Expenses that vary depending on the occupancy of the Building or Project, as applicable, to equal Landlord’s reasonable estimate of what such Operating Expenses would have been had the Building or Project, as
    applicable, been ninety-five percent (95%) occupied during such calendar year; provided, however, that Landlord shall not recover more than one hundred percent (100%) of Operating Expenses.

   

  
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  		10.	Taxes on Tenant’s Property.


   

  10.1.      Tenant shall be solely responsible for the payment of any and all taxes levied upon (a) personal property and trade
    fixtures located at the Premises and (b) any gross or net receipts of or sales by Tenant, and shall pay the same at least twenty (20) days prior to delinquency.

   

  10.2.      If any such taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s property or, if
    the assessed valuation of the Building, the Property or the Project is increased by inclusion therein of a value attributable to Tenant’s personal property or trade fixtures, and if Landlord, after written notice from Landlord to Tenant, pays the taxes
    based upon any such increase in the assessed value of the Building, the Property or the Project, then Tenant shall, upon demand, repay to Landlord the taxes so paid by Landlord.

   

  10.3.      If any improvements in or alterations to the Premises, whether owned by Landlord or Tenant and whether or not affixed to
    the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which improvements conforming to Landlord’s building standards (the “Building Standard”) in other spaces in
    the Building are assessed, then the real property taxes and assessments levied against Landlord or the Building, the Property or the Project by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property of
    Tenant and shall be governed by the provisions of Section 10.2. Any such excess assessed valuation due to improvements in or alterations to space in the Project leased by other tenants at the Project shall not be included in Operating Expenses.
    If the records of the applicable governmental assessor’s office are available and sufficiently detailed to serve as a basis for determining whether such Tenant improvements or alterations are assessed at a higher valuation than the Building Standard,
    then such records shall be binding on both Landlord and Tenant.

   

  		11.	Security Deposit.


   

  11.1       Tenant shall deposit with Landlord on or before the Execution Date the sum set forth in Section 2.6 (the “Security


      Deposit”), which sum shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant during period commencing on the Execution Date and
    ending upon the expiration or termination of the Term. If Tenant Defaults (as defined below) with respect to any provision of this Lease, including any provision relating to the payment of Rent, then Landlord may (but shall not be required to) use,
    apply or retain all or any part of the Security Deposit for the payment of any Rent or any other sum in default, or to compensate Landlord for any other loss or damage that Landlord may suffer by reason of Tenant’s default. If any portion of the
    Security Deposit is so used or applied, then Tenant shall, within ten (10) days following demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount, and Tenant’s failure to do so shall be
    a material breach of this Lease. The provisions of this Article shall survive the expiration or earlier termination of this Lease. TENANT HEREBY WAIVES THE REQUIREMENTS OF SECTION 1950.7 OF THE CALIFORNIA CIVIL CODE, AS THE SAME MAY BE AMENDED FROM
    TIME TO TIME.

   

  
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  11.2       In the event of bankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall be deemed to be
    applied first to the payment of Rent and other charges due Landlord for all periods prior to the filing of such proceedings.

   

  11.3       Landlord may deliver to any purchaser of Landlord’s interest in the Premises the funds deposited hereunder by Tenant, and
    thereupon Landlord shall be discharged from any further liability with respect to such deposit. This provision shall also apply to any subsequent transfers.

   

  11.4       If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, then the Security
    Deposit, or any balance thereof, shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within thirty (30) days after the expiration or earlier termination of this Lease.

   

  11.5       If the Security Deposit shall be in cash, Landlord shall hold the Security Deposit in an account at a banking organization
    selected by Landlord; provided, however, that Landlord shall not be required to maintain a separate account for the Security Deposit, but may intermingle it with other funds of Landlord. Landlord shall be entitled to all interest and/or
    dividends, if any, accruing on the Security Deposit. Landlord shall not be required to credit Tenant with any interest for any period during which Landlord does not receive interest on the Security Deposit.

   

  11.6       The Security Deposit may be in the form of cash, a letter of credit or any other security instrument proposed by Tenant
    that is acceptable to Landlord in its sole discretion. Tenant may at any time, except when Tenant is in Default (as defined below), deliver a letter of credit (the “L/C Security”) as the entire Security Deposit, as follows:

   

  (a)       If Tenant elects to deliver L/C Security, then Tenant shall provide Landlord, and maintain in full force and effect
    throughout the Term and until the date that is four (4) months after the then-current Term Expiration Date, a letter of credit in the form of Exhibit E issued by an issuer reasonably satisfactory to Landlord, in the amount of the Security
    Deposit, with an initial term of at least one year. Landlord may require the L/C Security to be re-issued by a different issuer at any time during the Term if Landlord reasonably believes that the issuing bank of the L/C Security is or may soon become
    insolvent; provided, however, Landlord shall return the existing L/C Security to the existing issuer immediately upon receipt of the substitute L/C Security. If any issuer of the L/C Security shall become insolvent or placed into FDIC receivership,
    then Tenant shall immediately deliver to Landlord (without the requirement of notice from Landlord) substitute L/C Security issued by an issuer reasonably satisfactory to Landlord, and otherwise conforming to the requirements set forth in this Article.
    As used herein with respect to the issuer of the L/C Security, “insolvent” shall mean the determination of insolvency as made by such issuer’s primary bank regulator (i.e., the state bank supervisor for state chartered banks; the OCC or OTS,
    respectively, for federally chartered banks or thrifts; or the Federal Reserve for its member banks). If, at the Term Expiration Date, any Rent remains uncalculated or unpaid, then (i) Landlord shall with reasonable diligence complete any necessary
    calculations, (ii) Tenant shall extend the expiry date of such L/C Security from time to time as Landlord reasonably requires and (iii) in such extended period, Landlord shall not unreasonably refuse to consent to an appropriate reduction of the L/C
    Security. Tenant shall reimburse Landlord’s legal costs (as estimated by Landlord’s counsel) in handling Landlord’s acceptance of L/C Security or its replacement or extension, not to exceed Five Thousand Dollars ($5,000) in any one instance.

   

  
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  (b)       If Tenant delivers to Landlord satisfactory L/C Security in place of the entire Security Deposit, Landlord shall remit to
    Tenant any cash Security Deposit Landlord previously held.

   

  (c)       Landlord may draw upon the L/C Security, and hold and apply the proceeds in the same manner and for the same purposes as the
    Security Deposit, if (i) an uncured Default (as defined below) exists, (ii) as of the date that is forty-five (45) days before any L/C Security expires (even if such scheduled expiry date is after the Term Expiration Date) Tenant has not delivered to
    Landlord an amendment or replacement for such L/C Security, reasonably satisfactory to Landlord, extending the expiry date to the earlier of (1) four (4) months after the then-current Term Expiration Date or (2) the date that is one year after the
    then-current expiry date of the L/C Security, (iii) the L/C Security provides for automatic renewals, Landlord asks the issuer to confirm the current L/C Security expiry date, and the issuer fails to do so within ten (10) business days, (iv) Tenant
    fails to pay (when and as Landlord reasonably requires) any bank charges for Landlord’s transfer of the L/C Security or (v) the issuer of the L/C Security ceases, or announces that it will cease, to maintain an office in the city where Landlord may
    present drafts under the L/C Security (and fails to permit drawing upon the L/C Security by overnight courier or facsimile). This Section does not limit any other provisions of this Lease allowing Landlord to draw the L/C Security under specified
    circumstances.

   

  (d)      Tenant shall not seek to enjoin, prevent, or otherwise interfere with Landlord’s draw under L/C Security, even if it violates
    this Lease. Tenant acknowledges that the only effect of a wrongful draw would be to substitute a cash Security Deposit for L/C Security, causing Tenant no legally recognizable damage. Landlord shall hold the proceeds of any draw in the same manner and
    for the same purposes as a cash Security Deposit. In the event of a wrongful draw, the parties shall cooperate to allow Tenant to post replacement L/C Security simultaneously with the return to Tenant of the wrongfully drawn sums, and Landlord shall
    upon request confirm in writing to the issuer of the L/C Security that Landlord’s draw was erroneous.

   

  (e)       If Landlord transfers its interest in the Premises, then Tenant shall at Tenant’s expense, within five (5) business days
    after receiving a request from Landlord, deliver (and, if the issuer requires, Landlord shall consent to) an amendment to the L/C Security naming Landlord’s grantee as substitute beneficiary. If the required Security Deposit changes while L/C Security
    is in force, then Tenant shall deliver (and, if the issuer requires, Landlord shall consent to) a corresponding amendment to the L/C Security. 

   

  		12.	Use.


   

  12.1       During the Term, Tenant shall use the Premises for the Permitted Use, and shall not use the Premises, or permit or suffer
    the Premises to be used, for any other purpose without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. During the Term, Tenant shall, subject to Force Majeure, casualty, condemnation, closures
    in connection with Landlord’s repair and maintenance obligations under this Lease, and all of the other terms, conditions and provisions of this Lease, have access to the Premises twenty-four (24) hours per day, seven (7) days per week.

   

  
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  12.2       Tenant shall not use or occupy the Premises in violation of Applicable Laws, zoning ordinances, or the certificate of
    occupancy (or its substantial equivalent) issued for the Building or the Project, and shall, upon five (5) days’ written notice from Landlord, discontinue any use of the Premises that is declared or claimed by any Governmental Authority having
    jurisdiction to be a violation of any of the above, or that in Landlord’s reasonable opinion violates any of the above; provided that, Tenant shall not be obligated to make or be liable for any alterations required to be made outside of the Premises to
    comply with Applicable Laws, including the ADA (as defined below), except (a) subject to the immediately following sentence, to the extent triggered or required as a result of any additional Tenant Improvements (other than those approved by Landlord
    pursuant to the Approved TI Concept Plans set forth in Exhibit B-2) or Alterations performed by or on behalf of Tenant; (b) to the extent triggered or required as a result of Tenant’s particular use of the Premises; (c) to the extent the costs thereof
    are permitted to be included as part of Tenant’s Adjusted Share of Operating Expenses pursuant to Article 9; and/or (d) to the extent caused by any default by Tenant or as otherwise included as part of Tenant’s indemnification obligations under
    this Lease. For the avoidance of doubt and notwithstanding anything to the contrary in this Lease (including Section 5 above or the indemnification provision below in this Section 12.2), in the event that the applicable Governmental
    Authority requires certain legal compliance work in the Common Areas existing as of the date of this Lease, in each case as a condition to the issuance of permits for the Tenant Improvements set forth in the Approved TI Concept Plans, and provided that
    such compliance work is not triggered due to the specific and unique nature of such Tenant Improvements but is work which would have been required by the issuance of any building permit for typical lab and office improvements, then Landlord will cause
    such legal compliance work to be performed in the foregoing areas as necessary for the issuance of the applicable permit, the cost of such work will be paid by Landlord and will not be charged against the TI Allowance or passed through as an Operating
    Expense. Tenant shall comply with any direction of any Governmental Authority having jurisdiction that shall, by reason of the nature of Tenant’s use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect to the Premises or
    with respect to the use or occupation thereof, and shall indemnify, defend (at the option of and with counsel reasonably acceptable to the indemnified party(ies)), save, reimburse and hold harmless (collectively, “Indemnify,” “Indemnity”
    or “Indemnification,” as the case may require) Landlord and its affiliates, employees, agents and contractors; and any lender, mortgagee, ground lessor or beneficiary (each, a “Lender” and, collectively with Landlord and its affiliates,
    employees, agents and contractors, the “Landlord Indemnitees”) harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages, suits or judgments, and all reasonable expenses
    (including reasonable attorneys’ fees, charges and disbursements, regardless of whether the applicable demand, claim, action, cause of action or suit is voluntarily withdrawn or dismissed) incurred in investigating or resisting the same (collectively,
    “Claims”) of any kind or nature that arise before, during or after the Term as a result of Tenant’s breach of this Section.

   

  12.3       Tenant shall not do or permit to be done anything that will invalidate or increase the cost of any fire, environmental,
    extended coverage or any other insurance policy covering the Building or the Project, and shall comply with all rules, orders, regulations and requirements of the insurers of the Building and the Project, and Tenant shall promptly, upon demand,
    reimburse Landlord for any additional premium charged for such policy by reason of Tenant’s failure to comply with the provisions of this Article.

   

  
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  12.4       Tenant shall keep all doors opening onto public corridors closed, except when in use for ingress and egress.

   

  12.5       No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes
    be made to existing locks or the mechanisms thereof without Landlord’s prior written consent. Tenant shall, upon termination of this Lease, return to Landlord all keys and access cards to offices and restrooms either furnished to or otherwise procured
    by Tenant. In the event any key so furnished to Tenant is lost, Tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such change.
    Notwithstanding the foregoing, but subject to Landlord’s approval (in accordance with Section 17.1), Tenant may, at Tenant’s sole cost and expense as an Alteration (as defined below), install its own integrated security system in the Premises
    (the “Tenant Security System”); provided, however, that (a) Tenant’s installation of the Tenant Security System shall be subject to all of the terms, conditions and provisions of this Lease governing Alterations (including, without
    limitation, Article 17), (b) Tenant shall use reasonable efforts to select a Tenant Security System that is reasonably compatible with any Landlord security system in place at the Building or Project as of the Term Commencement Date, (c) Tenant
    shall coordinate the installation and operation of the Tenant Security System with Landlord to assure that the Tenant Security System does not interfere with (y) any Landlord security system in place as of the Term Commencement Date (for which security
    system Landlord makes no representations or warranties of any kind whatsoever, including the functionality or integration of any such Landlord security system), and (z) the Buildings systems and equipment. Tenant shall be solely responsible, at
    Tenant’s sole cost and expense, for monitoring and operating the Tenant Security System. Landlord may require Tenant, at Tenant’s sole cost, to remove the Tenant Security System and restore the Building to its condition prior to the installation of the
    Tenant Security System upon the expiration or earlier termination of this Lease.

   

  12.6       No awnings or other projections shall be attached to any outside wall of the Building. Except as part of any Tenant
    Improvements approved by Landlord in accordance with the Work Letter, no curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises other than Landlord’s standard window
    coverings. Neither the interior nor exterior of any windows shall be coated or otherwise sunscreened without Landlord’s prior written consent, nor shall any bottles, parcels or other articles be placed on the windowsills or items attached to windows
    that are visible from outside the Premises. No equipment, furniture or other items of personal property shall be placed on any exterior balcony without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or
    delayed.

   

  
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  12.7       No sign, advertisement or notice (“Signage”) shall be exhibited, painted or affixed by Tenant on any part of the
    Premises (that is visible outside of the Premises) or the Building without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall be entitled to Building and Project Signage
    substantially consistent with the Signage permitted for comparable Tenants in the Project, including, (i) a listing of Tenant’s name in the Building’s lobby directory, (ii) suite identification signage on or adjacent to the entrance to the Premises,
    and (iii) Tenant shall be entitled to Building-top Signage and, for so long as a monument sign exists for tenants of the Building, a space on such monument sign; in each case, in accordance with Landlord’s signage criteria at the Project set forth in Exhibit


      I attached hereto. For any Signage, Tenant shall, at Tenant’s own cost and expense, (a) acquire all permits for such Signage in compliance with Applicable Laws and (b) design, fabricate, install and maintain such Signage in a first-class
    condition. Tenant shall be responsible for reimbursing Landlord for costs incurred by Landlord in removing any of Tenant’s Signage upon the expiration or earlier termination of the Lease. Interior signs on entry doors to the Premises and the directory
    tablet, if any, shall be inscribed, painted or affixed for Tenant by Landlord at Tenant’s sole cost and expense, and shall be of a size, color and type and be located in a place reasonably acceptable to Landlord and in compliance with requirements of
    Applicable Law. The directory tablet shall be provided exclusively for the display of the name and location of tenants only. Tenant shall not place anything on the exterior of the corridor walls or corridor doors other than Landlord’s standard
    lettering. At Landlord’s option, Landlord may install any Tenant Signage, and Tenant shall pay all costs associated with such installation within thirty (30) days after demand therefor.

   

  12.8       Tenant may only place equipment within the Premises with floor loading consistent with the Building’s structural design
    unless Tenant obtains Landlord’s prior written approval. Tenant may place such equipment only in a location designed to carry the weight of such equipment.

   

  12.9       Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or
    vibrations therefrom from extending into the Common Area or other offices in the Project.

   

  12.10     Tenant shall not (a) do or permit anything to be done in or about the Premises that shall in any way obstruct or interfere
    with the rights of other tenants or occupants of the Project, or injure or annoy them, (b) use or allow the Premises to be used for immoral, unlawful or objectionable purposes, (c) cause, maintain or permit any nuisance or waste in, on or about the
    Project or (d) take any other action that would in Landlord’s reasonable determination in any manner adversely affect other tenants’ quiet use and enjoyment of their space or adversely impact their ability to conduct business in a professional and
    suitable work environment. Notwithstanding anything in this Lease to the contrary, Tenant may not install any security systems (including cameras) outside the Premises or that record sounds or images outside the Premises without Landlord’s prior
    written consent, which Landlord may withhold in its sole and absolute discretion.

   

  
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  12.11     Subject to Section 12.2 above and notwithstanding any other provision herein to the contrary, Tenant shall be responsible
    for all liabilities, costs and expenses arising from or in connection with the compliance of the Premises with the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., and any state and local accessibility laws, codes, ordinances and rules
    (collectively, and together with regulations promulgated pursuant thereto, the “ADA”), and Tenant shall Indemnify the Landlord Indemnitees from and against any Claims arising from any such failure of the Premises to comply with the ADA. The
    Premises have not undergone inspection by a Certified Access Specialist (“CASp,” as defined in California Civil Code Section 55.52). Even if not required by California law, the Premises may be inspected by a CASp to determine whether the
    Premises comply with the ADA, and Landlord may not prohibit a CASp performing such an inspection. If Tenant requests that such an inspection take place, Landlord and Tenant shall agree on the time and manner of the inspection, as well as which party
    will pay the cost of the inspection and the cost to remedy any defects identified by the CASp. A Certified Access Specialist can inspect the Premises and determine whether the Premises comply with all of the applicable construction-related
    accessibility standards under State law. Although State law does not require a Certified Access Specialist inspection of the Premises, Landlord may not prohibit Tenant from obtaining a Certified Access Specialist inspection of the Premises for the
    occupancy or potential occupancy of Tenant, if requested by Tenant. Landlord and Tenant shall agree on the arrangements for the time and manner of the Certified Access Specialist inspection, the payment of the fee for the Certified Access Specialist
    inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises. The provisions of this Section shall survive the expiration or earlier termination of this Lease.

   

  12.12     Tenant shall use commercially reasonable good faith efforts to maintain temperature and humidity in the Premises in
    accordance with ASHRAE Standards 55-2013 (Thermal Environmental Conditions for Human Occupancy) and 62.1-2016 (Ventilation for Acceptable Indoor Air Quality) at all times when the Premises are occupied by any Tenant Party, except that with respect to
    any specialty lab space (as opposed to general lab areas), Tenant shall be permitted to maintain temperature and humidity in accordance with the relevant lab process.

   

  		13.	Rules and Regulations, CC&Rs, Parking Facilities and Common Area.


   

  13.1       Tenant shall have the non-exclusive right, in common with others, to use the Common Area in conjunction with Tenant’s use
    of the Premises for the Permitted Use, and such use of the Common Area and Tenant’s use of the Premises shall be subject to the rules and regulations adopted by Landlord and attached hereto as Exhibit F, together with such other reasonable and
    nondiscriminatory rules and regulations as are hereafter promulgated by Landlord in its sole and absolute discretion (the “Rules and Regulations”). Landlord shall enforce the Rules and Regulations in a non-discriminatory manner. Tenant shall and
    shall ensure that its contractors, subcontractors, employees, subtenants and invitees faithfully observe and comply with the Rules and Regulations. Landlord shall not be responsible to Tenant for the violation or non-performance by any other tenant or
    any agent, employee or invitee thereof of any of the Rules and Regulations.

   

  13.2       This Lease is subject to any recorded covenants, conditions or restrictions on the Project or Property, as the same may be
    amended, amended and restated, supplemented or otherwise modified from time to time (the “CC&Rs”), provided that Landlord agrees not to voluntarily execute any further amendments, restatements, supplements or modifications of the CC&Rs
    that would materially and adversely affect Tenant’s rights or obligations hereunder. Tenant shall, at its sole cost and expense, comply with the CC&Rs.

   

  13.3       Tenant shall have a non-exclusive, irrevocable license during the Term to use Tenant’s Pro Rata Share of the parking
    facilities serving the Project (the “Allotted Parking Spaces”), in common on an unreserved basis with other tenants of the Project during the Term at no additional cost to Tenant. As of the Execution Date (based on the square footage of the
    Premises as of the Execution Date), Tenant’s Pro Rata Share of the parking facilities serving the Project shall be fifty-nine (59) parking spaces.

   

  
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  13.4    Tenant agrees not to unreasonably overburden the parking facilities and agrees to cooperate with Landlord and other tenants in
    the use of the parking facilities, provided Tenant shall not be deemed to be unreasonably overburdening the parking facilities so long as Tenant is only using Tenant’s Allotted Parking Spaces in accordance with the terms of this Lease. Landlord
    reserves the right to determine that parking facilities are becoming overcrowded and to limit Tenant’s use thereof. Upon such determination, Landlord may reasonably allocate parking spaces among Tenant and other tenants of the Building or the Project.
    Nothing in this Section, however, is intended to create an affirmative duty on Landlord’s part to monitor parking.

   

  13.5    Subject to the terms of this Lease including the Rules and Regulations and the rights of other tenants of the Project, Tenant
    shall have the non-exclusive right to access the freight loading dock, at no additional cost.

   

  		14.	Project Control by Landlord.


   

  14.1    Landlord reserves full control over the Building and the Project to the extent not inconsistent with Tenant’s enjoyment of the
    Premises as provided by this Lease. This reservation includes Landlord’s right to subdivide the Project; convert the Building and other buildings within the Project to condominium units; change the size of the Project by selling all or a portion of the
    Project or adding real property and any improvements thereon to the Project; grant easements and licenses to third parties; maintain or establish ownership of the Building separate from fee title to the Property; make additions to or reconstruct
    portions of the Building and the Project; install, use, maintain, repair, replace and relocate for service to the Premises and other parts of the Building or the Project pipes, ducts, conduits, wires and appurtenant fixtures, wherever located in the
    Premises, the Building or elsewhere at the Project; and alter or relocate any other Common Area or facility, including private drives, lobbies, entrances and landscaping; provided, however, that such rights shall be exercised in a way that does
    not materially adversely affect Tenant’s beneficial use and occupancy of the Premises, including the Permitted Use and Tenant’s access to the Premises, or materially and adversely reduce or diminish Tenant’s parking and signage rights under this Lease.
    Tenant acknowledges that Landlord specifically reserves the right to allow the exclusive use of corridors and restroom facilities located on specific floors to one or more tenants occupying such floors; provided, however, that Tenant shall not
    be deprived of the use of the corridors reasonably required to serve the Premises or of restroom facilities serving the floor upon which the Premises are located.

   

  14.2    Possession of areas of the Premises necessary for utilities, services, safety and operation of the Building is reserved to
    Landlord.

   

  14.3    Tenant shall, at Landlord’s request, promptly execute such further documents as may be reasonably appropriate to assist
    Landlord in the performance of its obligations hereunder; provided that Tenant need not execute any document that creates additional liability for Tenant or that deprives Tenant of the quiet enjoyment and use of the Premises as provided for in
    this Lease.

   

  
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  14.4       Landlord may, at any and all reasonable times during non-business hours (or during business hours, if (a) with respect to Subsections


      14.4(u) through 14.4(y), Tenant so requests, and (b) with respect to Subsection 14.4(z), if Landlord so requests), and upon twenty-four (24) hours’ prior notice (which may be oral or by email to the office manager or other
    Tenant-designated individual at the Premises; but provided that no time restrictions shall apply or advance notice be required if an emergency necessitates immediate entry), enter the Premises to (u) inspect the same and to determine whether
    Tenant is in compliance with its obligations hereunder, (v) supply any service Landlord is required to provide hereunder, (w) alter, improve or repair any portion of the Building other than the Premises for which access to the Premises is reasonably
    necessary, (x) post notices of nonresponsibility, (y) access the telephone equipment, electrical substation and fire risers and (z) show the Premises to prospective tenants during the final year of the Term and current and prospective purchasers and
    lenders at any time. In connection with any such alteration, improvement or repair as described in Subsection 14.4(w), Landlord may erect in the Premises or elsewhere in the Project scaffolding and other structures reasonably required for the
    alteration, improvement or repair work to be performed. In no event shall Tenant’s Rent abate as a result of Landlord’s activities pursuant to this Section; provided, however, that all such activities shall be conducted in such a manner so as
    to cause as little interference to Tenant as is reasonably possible. Landlord shall at all times retain a key with which to unlock all of the doors in the Premises. If an emergency necessitates immediate access to the Premises, Landlord may use
    whatever force is necessary to enter the Premises, and any such entry to the Premises shall not constitute a forcible or unlawful entry to the Premises, a detainer of the Premises, or an eviction of Tenant from the Premises or any portion thereof.

   

  15.         Quiet Enjoyment. Landlord covenants that Tenant, upon paying the Rent and performing its
    obligations contained in this Lease, may peacefully and quietly have, hold and enjoy the Premises, free from any claim by Landlord or persons claiming under Landlord, but subject to all of the terms and provisions hereof, provisions of Applicable Laws
    and rights of record to which this Lease is or may become subordinate. This covenant is in lieu of any other quiet enjoyment covenant, either express or implied.

   

  16.         Utilities and Services.

   

  16.1       From and after the date upon which Landlord delivers possession of the Premises to Tenant for the purpose of commencing the
    Tenant Improvements, Tenant shall pay for all water (including the cost to service, repair and replace reverse osmosis, de-ionized and other treated water), gas, heat, light, power, telephone, internet service, cable television, other
    telecommunications and other utilities supplied to the Premises, together with any fees, surcharges and taxes thereon. If any such utility is not separately metered to Tenant, Tenant shall pay Tenant’s Adjusted Share of all charges of such utility
    jointly metered with other premises as Additional Rent or, in the alternative, Landlord may, at its option, monitor the usage of such utilities by Tenant and charge Tenant with the cost of purchasing, installing and monitoring such metering equipment,
    which cost shall be paid by Tenant as Additional Rent. Landlord may base its bills for utilities on reasonable estimates; provided that Landlord adjusts such billings as part of the next Landlord’s Statement (or more frequently, as determined
    by Landlord) to reflect the actual cost of providing utilities to the Premises. To the extent that Tenant uses more than Tenant’s Pro Rata Share of any utilities, then Tenant shall pay Landlord for Tenant’s Adjusted Share of such utilities to reflect
    such excess. In the event that the Building or Project is less than fully occupied during a calendar year, Tenant acknowledges that Landlord may extrapolate utility usage that varies depending on the occupancy of the Building or Project (as applicable)
    to equal Landlord’s reasonable estimate of what such utility usage would have been had the Building or Project, as applicable, been ninety-five percent (95%) occupied during such calendar year; provided, however, that Landlord shall not recover
    more than one hundred percent (100%) of the cost of such utilities. Tenant shall not be liable for the cost of utilities supplied to the Premises prior to the date upon which Landlord delivers possession of the Premises to Tenant for the purpose of
    commencing the Tenant Improvements.

   

  
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  16.2    Landlord shall not be liable for, nor shall any eviction of Tenant result from, the failure to furnish any utility or service,
    whether or not such failure is caused by accidents; breakage; casualties (to the extent not caused by the party claiming Force Majeure); Severe Weather Conditions (as defined below); physical natural disasters (but excluding weather conditions that are
    not Severe Weather Conditions); strikes, lockouts or other labor disturbances or labor disputes (other than labor disturbances and labor disputes resulting solely from the acts or omissions of the party claiming Force Majeure); acts of terrorism; riots
    or civil disturbances; wars or insurrections; shortages of materials (which shortages are not unique to the party claiming Force Majeure); government regulations, moratoria or other governmental actions, inactions or delays; failures to grant consent
    or delays in granting consent by any Lender whose consent is required under any applicable Loan Document; failures by third parties to deliver gas, oil or another suitable fuel supply, or inability of the party claiming Force Majeure, by exercise of
    reasonable diligence, to obtain gas, oil or another suitable fuel; or other causes beyond the reasonable control of the party claiming that Force Majeure has occurred (collectively, “Force Majeure”); or, to the extent permitted by Applicable
    Laws, Landlord’s negligence. In the event of such failure, Tenant shall not be entitled to termination of this Lease or any abatement or reduction of Rent, nor shall Tenant be relieved from the operation of any covenant or agreement of this Lease. “Severe


      Weather Conditions” means weather conditions that are materially worse than those that reasonably would be anticipated for the Property at the applicable time based on historic meteorological records.

   

  16.3    Tenant shall pay for, prior to delinquency of payment therefor, any utilities and services that may be furnished to the
    Premises during or, if Tenant occupies the Premises after the expiration or earlier termination of the Term, after the Term, beyond those utilities provided by Landlord, including telephone, internet service, cable television and other
    telecommunications, together with any fees, surcharges and taxes thereon. Upon Landlord’s demand, utilities and services provided to the Premises that are separately metered shall be paid by Tenant directly to the supplier of such utilities or
    services.

   

  16.4    Tenant shall not, without Landlord’s prior written consent in its sole discretion, use any device in the Premises (including
    data processing machines) that will in any way increase the amount of ventilation, air exchange, gas, steam, electricity or water required or consumed in the Premises beyond the existing capacity of the Building or the Project or beyond the existing
    capacity of the existing HVAC system or any other Building system serving the Premises.

   

  16.5    If Tenant shall require utilities or services in excess of those usually furnished or supplied for tenants in similar spaces
    in the Building or the Project by reason of Tenant’s equipment or extended hours of business operations, then Tenant shall first procure Landlord’s consent for the use thereof, which consent Landlord may condition upon the availability of such excess
    utilities or services, and Tenant shall pay as Additional Rent an amount equal to the cost of providing such excess utilities and services.

   

  
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  16.6    Landlord shall provide, or cause to be provided, water in Common Area for lavatory and landscaping purposes only, which water
    shall be from the local municipal or similar source; provided, however, that if Landlord determines that Tenant requires, uses or consumes water provided to the Common Area for any purpose other than ordinary lavatory purposes, Landlord may
    install a water meter (“Tenant Water Meter”) and thereby measure Tenant’s water consumption for all purposes. Tenant shall pay Landlord for the costs of any Tenant Water Meter and the installation and maintenance thereof during the Term. If
    Landlord installs a Tenant Water Meter, Tenant shall pay for water consumed, as shown on such meter, as and when bills are rendered. If Tenant fails to timely make such payments, Landlord may pay such charges and collect the same from Tenant. Any such
    costs or expenses incurred or payments made by Landlord for any of the reasons or purposes stated in this Section shall be deemed to be Additional Rent payable by Tenant and collectible by Landlord as such.

   

  16.7    Landlord reserves the right to stop service of the elevator, plumbing, ventilation, air conditioning and utility systems
    (each, a “Service Stoppage”), when Landlord deems necessary or desirable, due to accident, emergency or the need to make repairs, alterations or improvements, until such repairs, alterations or improvements shall have been completed, and
    Landlord shall further have no responsibility or liability for failure to supply elevator facilities, plumbing, ventilation, air conditioning or utility service when prevented from doing so by Force Majeure or, to the extent permitted by Applicable
    Laws, Landlord’s negligence. Without limiting the foregoing, it is expressly understood and agreed that any covenants on Landlord’s part to furnish any service pursuant to any of the terms, covenants, conditions, provisions or agreements of this Lease,
    or to perform any act or thing for the benefit of Tenant, shall not be deemed breached if Landlord is unable to furnish or perform the same by virtue of Force Majeure or, to the extent permitted by Applicable Laws, Landlord’s negligence. Except in the
    case of emergencies (in which event no notice (or effort to provide notice) shall be required), Landlord shall provide Tenant with twenty-four (24) hours’ notice prior to any Service Stoppage (which notice may be oral or by email to the Tenant).

   

  16.8    Tenant shall be entitled to use the back-up generator exclusively serving the Premises (the “Generator”) and to connect
    the Generator to the Premises’ emergency electrical panel; provided that Tenant shall be solely responsible and liable for the cost of operating, using, maintaining, repairing and replacing the Generator, and Landlord expressly disclaims any
    warranties with regard to the Generator or the operation, use, maintenance or repair thereof, including any warranty of merchantability or fitness for a particular purpose The Generator shall be made available “as is” with all faults. Tenant shall
    maintain the Generator and any equipment connecting the Generator to Tenant’s automatic transfer switch in good working condition, and Tenant shall be solely responsible, at Tenant’s sole cost and expense (and Landlord shall not be liable), for
    maintaining and operating Tenant’s automatic transfer switch and the distribution of power from Tenant’s automatic transfer switch throughout the Premises. Landlord shall not be liable for any failure of the Generator to operate or for any failure of
    Tenant to make any repairs or to perform any maintenance of the Generator or any Claims arising from the Generator. The provisions of Section 16.2 of this Lease shall apply to the Generator. Tenant may install equipment to provide additional
    emergency power, including adding equipment to the existing Generator, in a location reasonably designated by Landlord, subject to Landlord’s prior written approval, which Landlord shall not unreasonably withhold, condition or delay. The installation
    of such equipment shall constitute Alterations.

   

  
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  16.9        For any utilities serving the Premises for which Tenant is billed directly by such utility provider, Tenant agrees to
    furnish to Landlord (a) any invoices or statements for such utilities within thirty (30) days after Landlord’s written request therefor, (b) within thirty (30) days after Landlord’s request, any other utility usage information reasonably requested by
    Landlord, and (c) within thirty (30) days after each calendar year during the Term, authorization to allow Landlord to access Tenant’s usage information necessary for Landlord to complete an ENERGY STAR® Statement of Performance (or similar
    comprehensive utility usage report (e.g., related to Labs 21), if requested by Landlord) and any other information reasonably requested by Landlord for the immediately preceding year; and Tenant shall comply with any other energy usage or consumption
    requirements required by Applicable Laws. Tenant shall retain records of utility usage at the Premises, including invoices and statements from the utility provider, for at least sixty (60) months, or such other period of time as may be requested by
    Landlord. Tenant acknowledges that any utility information for the Premises, the Building and the Project may be shared with third parties, including Landlord’s consultants and Governmental Authorities. In the event that Tenant fails to comply with
    this Section, Tenant hereby authorizes Landlord to collect utility usage information directly from the applicable utility providers. In addition to the foregoing, Tenant shall comply with all Applicable Laws related to the disclosure and tracking of
    energy consumption at the Premises. The provisions of this Section shall survive the expiration or earlier termination of this Lease.

   

  16.10      Tenant hereby waives the provisions of California Civil Code Section 1932(1) due to an interruption, failure or inability
    to provide any services.

   

  17.          Alterations.

   

  17.1        Tenant shall make no alterations, additions or improvements, other than the Tenant Improvements (which shall be subject to
    the Work Letter and not this Article 17, other than as expressly set forth in Section 17.7, 17.8, 17.9 and 17.12 below), in or to the Premises or engage in any construction, demolition, reconstruction, renovation or
    other work (whether major or minor) of any kind in, at or serving the Premises (“Alterations”) without Landlord’s prior written approval, which approval may be subject to the consent of one or more Lenders, if required under any applicable Loan
    Document, but which approval Landlord shall not otherwise unreasonably withhold, condition or delay; provided, however, that, in the event any proposed Alteration affects (a) any structural portions of the Building, including exterior walls,
    the roof, the foundation or slab, foundation or slab systems (including barriers and subslab systems) or the core of the Building, (b) the exterior of the Building or (c) any Building systems, including elevator, plumbing, HVAC, electrical, security,
    life safety and power, then Landlord may withhold its approval in its sole and absolute discretion. Tenant shall, in making any Alterations, use only those architects, contractors, suppliers and mechanics of which Landlord has given prior written
    approval, which approval shall not be unreasonably withheld, conditioned or delayed. In seeking Landlord’s approval, Tenant shall prepare and provide to Landlord for approval schematics and a general plan covering the Alterations (the “Draft
      Development Plans”), which shall contain sufficient information and detail concerning the nature and cost of such Alterations as Landlord may reasonably request; provided that Tenant shall not commence any such Alterations that require Landlord’s
    consent unless and until Tenant has received the written approval of Landlord and any and all Lenders whose consent is required under any applicable Loan Document. Landlord shall notify Tenant in writing within seven (7) business days after receipt of
    the Draft Development Plans whether Landlord approves or objects to the Draft Development Plans and of the manner, if any, in which the Draft Development Plans are unacceptable. Landlord’s failure to respond within such seven (7) business day period
    shall be deemed an approval by Landlord. If Landlord reasonably objects to the Draft Development Plans, then Tenant shall not proceed with the proposed Alterations unless Tenant revises the Draft Development Plans and causes Landlord’s objections to be
    remedied in the revised Draft Development Plans. Tenant shall then resubmit the revised Draft Development Plans to Landlord for approval. Landlord’s approval of or objection to revised Draft Development Plans and Tenant’s correction of the same shall
    be in accordance with this Section until Landlord has approved the Draft Development Plans in writing or been deemed to have approved them. The iteration of the Draft Development Plans that is approved or deemed approved by Landlord without objection
    shall be referred to herein as the “Approved Development Plans.” Tenant shall not proceed with the proposed Alteration unless Tenant then prepares final plans and specifications for the Alteration that are consistent with and are logical
    evolutions of the Approved Development Plans, including, without limitation, plans, specifications, bid proposals, certified stamped engineering drawings and calculations by Tenant’s engineer of record or architect
      of record (including connections to the Building’s structural system, modifications to the Building’s envelope, non-structural penetrations in slabs or walls,
      and modifications or tie-ins to life safety systems), work contracts, requests for laydown areas and such other information concerning the nature and cost of the Alterations as Landlord may reasonably request,. As soon as such final plans and
    specifications (“Alteration Plans”) are completed, Tenant shall deliver the same to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided that Tenant shall not commence any such
    Alterations that require Landlord’s consent unless and until Tenant has received the written approval of Landlord of the Alteration Plans and any and all Lenders whose consent is required under any applicable Loan Document. In no event shall Tenant use
    or Landlord be required to approve any architects, consultants, contractors, subcontractors or material suppliers that Landlord reasonably believes could cause labor disharmony or may not have sufficient experience, in Landlord’s reasonable opinion, to
    perform work in an occupied Class “A” laboratory research building and in tenant-occupied lab areas.

   

  
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  17.2        Notwithstanding
      anything to the contrary contained in Section 17.1 above, Tenant may make strictly cosmetic changes to the Premises that do not require any permits or more than three (3) total contractors and
      subcontractors (“Cosmetic Alterations”) without Landlord’s consent; provided that (y) the cost of any Cosmetic Alterations does not exceed Fifty Thousand Dollars ($50,000) in any one instance or One
      Hundred Thousand Dollars ($100,000) annually, (z) such Cosmetic Alterations are not reasonably expected to have any material adverse effect on the Project and do not (i) require any structural or other substantial modifications to the Premises, (ii)
      require any changes to or adversely affect the Building systems, (iii) affect any portion of the Building or Project that is exterior to the Premises or (iv) trigger any requirement under Applicable Laws that would require Landlord to make any
      alteration or improvement to the Premises, the Building or the Project.

  
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  17.3        Tenant shall not construct or permit to be constructed partitions or other obstructions that might interfere with free
    access to mechanical installation or service facilities of the Building or with other tenants’ components located within the Building, or interfere with the moving of Landlord’s equipment to or from the enclosures containing such installations or
    facilities.

   

  17.4        Tenant shall accomplish any work performed on the Premises or the Building in such a manner as to permit any life safety
    systems to remain fully operable at all times.

   

  17.5        Any work performed on the Premises, the Building or the Project by Tenant or Tenant’s contractors shall be done at such
    times and in such manner as Landlord may from time to time reasonably designate. Tenant covenants and agrees that all work done by Tenant or Tenant’s contractors shall be performed in full compliance with Applicable Laws. Within thirty (30) days after
    completion of any Alterations (other than Cosmetic Alterations), Tenant shall provide Landlord with complete “as built” drawing print sets and electronic CADD files on disc (or files in such other current format in common use as Landlord reasonably
    approves or requires) showing any changes in the Premises, as well as a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing
    systems. Any such “as built” plans shall show the applicable Alterations as an overlay on the Building as-built plans; provided that Landlord provides the Building “as built” plans to Tenant.

   

  17.6        Before commencing any Alterations, Tenant shall (a) give Landlord at least thirty (30) days’ prior written notice of the
    proposed commencement of such work, (b) as soon as reasonably practicable (but in any event at least seven (7) days prior to the commencement of any Alteration), provide Landlord with the names and addresses of the persons supply labor or materials
    therefor; so that Landlord may enter the Premises to post and keep posted thereon and therein notices or to take any further action that Landlord may reasonably deem proper for the protection of Landlord’s interest in the Project and (c) if reasonably
    required by Landlord, secure, at Tenant’s own cost and expense, a completion and lien indemnity bond reasonably satisfactory to Landlord for such work.

   

  17.7        Tenant shall repair any damage to the Premises arising from Tenant’s removal of any property from the Premises. During any
    such restoration period, Tenant shall pay Rent to Landlord as provided herein as if such space were otherwise occupied by Tenant. The provisions of this Section shall survive the expiration or earlier termination of this Lease.

   

  17.8        The Premises plus any Alterations; Signage; Tenant Improvements; attached equipment, decorations, fixtures and trade
    fixtures; movable laboratory casework and related components, connection valves and lab shelving; and other additions and improvements attached to or built into the Premises made by either of the parties (including all floor and wall coverings;
    paneling; sinks and related plumbing fixtures; laboratory benches; exterior venting fume hoods; walk-in freezers and refrigerators; ductwork; conduits; electrical panels and circuits; attached machinery and equipment; and built-in furniture and
    cabinets, in each case, together with all additions and accessories thereto), shall (unless, prior to such construction or installation, Landlord elects otherwise in writing) at all times remain the property of Landlord, shall remain in the Premises
    and shall (unless, prior to construction or installation thereof, Landlord elects otherwise in writing) be surrendered to Landlord upon the expiration or earlier termination of this Lease. For the avoidance of doubt, the items listed on Exhibit G
    attached hereto (which Exhibit G may be updated by Tenant from and after the Term Commencement Date, subject to Landlord’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed) constitute Tenant’s property
    and shall be removed by Tenant upon the expiration or earlier termination of the Lease.

   

  
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  17.9    Notwithstanding any other provision of this Article to the contrary, in no event shall Tenant remove any improvement from the
    Premises in which any Lender has a security interest or as to which Landlord contributed payment, including the Tenant Improvements, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. In
    no event shall Tenant be required to remove or restore the Tenant Improvements as of the expiration or earlier termination of this Lease, except for telephone and data systems, security systems, wiring and equipment from the Premises installed by or on
    behalf of a Tenant Party as set forth in Section 18.2.

   

  17.10  If Tenant shall fail to remove any of its property from the Premises prior to the expiration or earlier termination of this
    Lease, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store such effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any costs and expenses
    incurred due to such removal and storage or Landlord may, at its sole option and without notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds
    of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any expenses incident to the removal, storage and sale of such personal property.

   

  17.11  Tenant shall pay to Landlord an amount equal to two percent (2%) of the cost to Tenant of all Alterations to cover Landlord’s
    overhead and expenses for plan review, engineering review, coordination, scheduling and supervision thereof or obtaining any required Lender consent. For purposes of payment of such sum, Tenant shall submit to Landlord copies of all bills, invoices and
    statements covering the costs of such charges, accompanied by payment to Landlord of the fee set forth in this Section. Tenant shall reimburse Landlord for any extra expenses incurred by Landlord by reason of faulty work done by Tenant or its
    contractors, or by reason of delays arising from such faulty work, or by reason of inadequate clean-up.

   

  17.12  Within sixty (60) days after final completion of the Tenant Improvements or any Alterations performed by Tenant with respect to
    the Premises, Tenant shall submit to Landlord documentation showing the amounts expended by Tenant with respect to such Tenant Improvements and Alterations, together with supporting documentation reasonably acceptable to Landlord.

   

  17.13  Tenant shall take, and shall cause its contractors to take, commercially reasonable steps to protect the Premises during the
    performance of any Alterations or Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage.

   

  
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  17.14  Tenant shall require its contractors and subcontractors performing work on the Premises to name Landlord and its affiliates and
    Lenders as additional insureds on their respective insurance policies.

   

  17.15  Upon completion of any Alterations, and to the extent applicable in connection with the construction of any Alteration, Tenant
    agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with Sections 8182, 8184, 9204 and 9208 of the Civil Code of the State of California or any successor
    statute.

   

  		18.	Repairs and Maintenance.


   

  18.1    Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project,
    including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing up to the point of entry to the Building (for purposes of clarity, all plumbing from the point of
    entry to the Premises and extending into and through the Premises, including plumbing fixtures and plumbing lines, shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 below); fire sprinkler systems (if any); elevators;
    and base Building electrical systems installed or furnished by Landlord. Tenant hereby waives any and all rights under and benefits of Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter
    in effect, and Tenant waives the right to make repairs at Landlord’s expense under Sections 1941 and 1942 of the California Civil Code, and under all other similar laws, statutes or ordinances now or hereafter in effect.

   

  18.2    Except for services of Landlord, if any, required by Section 18.1, Tenant shall, at Tenant’s sole cost and expense and
    at all times from and after the date upon which Landlord delivers possession of the Premises to Tenant for the purpose of commencing the Tenant Improvements, maintain, repair and keep the Premises (including but not limited to (i) the HVAC systems
    exclusively serving the Premises, including the portion of the HVAC system that includes the first damper or isolation valve and extends into and through the Premises, any supplemental HVAC serving the Premises, and any other systems or equipment
    exclusively serving the Premises and (ii) all plumbing serving the Premises from the point of entry to the Premises and extending into and through the Premises, including plumbing fixtures and plumbing lines) and every part thereof in good condition
    and repair, damage thereto from ordinary wear and tear excepted, and with the Tenant Improvements in substantially the same condition as existed on the Term Commencement Date, and shall, within ten (10) days after receipt of written notice from
    Landlord, provide to Landlord any maintenance, repair or replacement records that Landlord reasonably requests. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good a condition as when
    received, ordinary wear and tear excepted; and shall, at Landlord’s request and Tenant’s sole cost and expense, remove all telephone and data systems, wiring and equipment from the Premises (but with respect to wiring, only to the extent installed by
    or on behalf of a Tenant Party), and repair any damage to the Premises caused thereby. Except as expressly set forth in Section 18.1 above, Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or
    any part thereof, other than Landlord’s obligation to make available to Tenant the TI Allowance in accordance with this Lease.

   

  
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  18.3    Without limiting the provisions of Section 16.2, Landlord shall not be liable for any failure to make any repairs or to
    perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Tenant waives its
    rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.

   

  18.4    Subject to the provisions of Section 14.4, if any excavation shall be made upon land adjacent to or under the
    Building, or shall be authorized to be made, then Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem necessary or desirable
    to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease.

   

  18.5    This Article relates to repairs and maintenance arising in the ordinary course of operation of the Building and the Project.
    In the event of a casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.

   

  18.6    Subject to the provisions of Article 9, costs incurred by Landlord pursuant to this Article shall constitute Operating
    Expenses. Notwithstanding the foregoing, to the extent that the cost of such repairs and maintenance arising from Tenant’s acts, neglect, fault or omissions (but not gross negligence or willful misconduct) exceeds the limits of any insurance maintained
    or required to be maintained by Tenant pursuant to this Lease but are covered by insurance maintained or required to be maintained by Landlord under this Lease, then Landlord shall file a claim for such excess pursuant to Landlord’s insurance and
    Tenant shall reimburse Landlord for the deductible therefor within thirty (30) days after receipt of an invoice therefor (or, if Landlord has not obtained or maintained the insurance it is required to obtain and maintain pursuant to this Lease,
    Landlord shall pay such excess, other than what the deductible would have been had Landlord obtained and maintained the requisite insurance, which Tenant shall pay to Landlord within thirty (30) days after receipt of an invoice therefor).

   

  		19.	Liens.


   

  19.1    Subject to the immediately succeeding sentence, Tenant shall keep the Premises, the Building and the Project free from any
    liens arising from work or services performed, materials furnished to or obligations incurred by Tenant. Tenant further covenants and agrees that any mechanic’s or materialman’s lien filed against the Premises, the Building or the Project for work or
    services claimed to have been done for, or materials claimed to have been furnished to, or obligations incurred by Tenant shall be discharged or bonded by Tenant within ten (10) days after the filing thereof, at Tenant’s sole cost and expense.

   

  19.2    Should Tenant fail to discharge or bond against any lien of the nature described in Section 19.1, Landlord may, at
    Landlord’s election, pay such claim or post a statutory lien bond or otherwise provide security to eliminate the lien as a claim against title, and Tenant shall immediately reimburse Landlord for the costs thereof as Additional Rent. Tenant shall
    Indemnify the Landlord Indemnitees from and against any Claims arising from any such liens, including any administrative, court or other legal proceedings related to such liens.

   

  
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  19.3    In the event that Tenant leases or finances the acquisition of office equipment, furnishings or other personal property of a
    removable nature utilized by Tenant in the operation of Tenant’s business, Tenant warrants that any Uniform Commercial Code financing statement shall, upon its face or by exhibit thereto, indicate that such financing statement is applicable only to
    removable personal property of Tenant located within the Premises. In no event shall the address of the Premises, the Building or the Project be furnished on a financing statement without qualifying language as to applicability of the lien only to
    removable personal property located in an identified suite leased by Tenant. Should any holder of a financing statement record or place of record a financing statement that appears to constitute a lien against any interest of Landlord or against
    equipment that may be located other than within an identified suite leased by Tenant, Tenant shall, within ten (10) days after filing such financing statement, cause (a) a copy of the lender security agreement or other documents to which the financing
    statement pertains to be furnished to Landlord to facilitate Landlord’s ability to demonstrate that the lien of such financing statement is not applicable to Landlord’s interest and (b) Tenant’s lender to amend such financing statement and any other
    documents of record to clarify that any liens imposed thereby are not applicable to any interest of Landlord in the Premises, the Building or the Project.

   

  20.           Estoppel Certificate. Tenant shall, within ten (10) business days after receipt of written
    notice from Landlord, execute, acknowledge and deliver a statement in writing substantially in the form attached to this Lease as Exhibit H, or on any other commercially reasonable form requested by a current or proposed Lender or encumbrancer
    or proposed purchaser, (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect) and the dates to which
    rental and other charges are paid in advance, if any, (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, and (c) setting forth such
    further information with respect to this Lease or the Premises as may be reasonably requested thereon. Any such statements may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Property. If Tenant fails to timely
    deliver such statement within the prescribed time, Landlord shall send a second notice and if Tenant fails to respond to such second notice (by delivery of a signed estoppel) within three (3) business days, Tenant’s failure to timely deliver such
    statement shall, at Landlord’s option, constitute a Default (as defined below) under this Lease, and, in any event, shall be binding upon Tenant that the Lease is in full force and effect and without modification except as may be represented by
    Landlord in any certificate prepared by Landlord and delivered to Tenant for execution. Within ten (10) business days of receipt of a written request by Tenant, Landlord shall provide Tenant with a similar commercially reasonable estoppel certificate
    (but in all cases limited to Landlord’s actual knowledge (without any duty of inquiry or investigation)) as Landlord reasonably deems appropriate and as otherwise reasonably modified by Landlord.

   

  
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  21.          Hazardous Materials.

   

  21.1        Tenant shall not cause or permit any Hazardous Materials (as defined below) to be brought upon, kept or used in or about
    the Premises, the Building or the Project in violation of Applicable Laws by Tenant or any of its employees, agents, contractors or invitees (collectively with Tenant, each a “Tenant Party”). If (a) Tenant breaches such obligation, (b) the
    presence of Hazardous Materials as a result of such a breach results in contamination of the Project, any portion thereof, or any adjacent property, (c) contamination of the Premises otherwise occurs during the Term or any extension or renewal hereof
    or any holding over by Tenant hereunder or (d) contamination of the Project occurs as a result of Hazardous Materials that are placed on or under or are released into the Project by a Tenant Party, then Tenant shall Indemnify the Landlord Indemnitees
    from and against any and all Claims of any kind or nature, including (w) diminution in value of the Project or any portion thereof, (x) damages for the loss or restriction on use of rentable or usable space or of any amenity of the Project, (y) damages
    arising from any adverse impact on marketing of space in the Project or any portion thereof and (z) sums paid in settlement of Claims that arise before, during or after the Term as a result of such breach or contamination. This Indemnification by
    Tenant includes costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any Governmental Authority because of Hazardous Materials present in the air, soil or groundwater
    above, on, under or about the Project. Without limiting the foregoing, if the presence of any Hazardous Materials in, on, under or about the Project, any portion thereof or any adjacent property caused or permitted by any Tenant Party results in any
    contamination of the Project, any portion thereof or any adjacent property, then Tenant shall promptly take all actions at its sole cost and expense as are necessary to return the Project, any portion thereof or any adjacent property to its respective
    condition existing prior to the time of such contamination; provided that Landlord’s written approval of such action shall first be obtained, which approval Landlord shall not unreasonably withhold; and provided, further, that it shall
    be reasonable for Landlord to withhold its consent if such actions could have a material adverse long-term or short-term effect on the Project, any portion thereof or any adjacent property. Tenant’s obligations under this Section shall not be affected,
    reduced or limited by any limitation on the amount or type of damages, compensation or benefits payable by or for Tenant under workers’ compensation acts, disability benefit acts, employee benefit acts or similar legislation. Notwithstanding the
    foregoing, Landlord shall Indemnify the Tenant Parties from and against any and all Claims arising from the presence of Hazardous Materials at the Project in violation of Applicable Laws as of the Execution Date, unless placed at the Project by a
    Tenant Party.

   

  21.2        Landlord acknowledges that it is not the intent of this Article to prohibit Tenant from operating its business for the
    Permitted Use. Tenant may operate its business according to the custom of Tenant’s industry so long as the use or presence of Hazardous Materials is strictly and properly monitored in accordance with Applicable Laws. As a material inducement to
    Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord (a) a list identifying each type of Hazardous Material to be present at the Premises that is subject to regulation under any
    environmental Applicable Laws in the form of a Tier II form pursuant to Section 312 of the Emergency Planning and Community Right-to-Know Act of 1986 (or any successor statute) or any other form reasonably requested by Landlord, (b) a list of any and
    all approvals or permits from Governmental Authorities required in connection with the presence of such Hazardous Material at the Premises and (c) correct and complete copies of (i) notices of violations of Applicable Laws related to Hazardous
    Materials and (ii) plans relating to the installation of any storage tanks to be installed in, on, under or about the Project (provided that installation of storage tanks shall only be permitted after Landlord has given Tenant its written
    consent to do so, which consent Landlord may withhold in its sole and absolute discretion) and closure plans or any other documents required by any and all Governmental Authorities for any storage tanks installed in, on, under or about the Project for
    the closure of any such storage tanks (collectively, “Hazardous Materials Documents”). Tenant shall deliver to Landlord updated Hazardous Materials Documents, within fourteen (14) days after receipt of a written request therefor from Landlord,
    not more often than once per year, unless (m) there are any changes to the Hazardous Materials Documents or (n) Tenant initiates any Alterations or changes its business, in either case in a way that involves any material increase in the types or
    amounts of Hazardous Materials, in which case Tenant shall deliver updated Hazardous Materials documents (without Landlord having to request them) before or, if not practicable to do so before, as soon as reasonably practicable after the occurrence of
    the events in Subsection 21.2(m) or (n). For each type of Hazardous Material listed, the Hazardous Materials Documents shall include (t) the chemical name, (u) the material state (e.g., solid, liquid, gas or cryogen), (v) the concentration, (w)
    the storage amount and storage condition (e.g., in cabinets or not in cabinets), (x) the use amount and use condition (e.g., open use or closed use), (y) the location (e.g., room number or other identification) and (z) if known, the chemical abstract
    service number. Notwithstanding anything in this Section to the contrary, Tenant shall not be required to provide Landlord with any documents containing information of a proprietary nature, unless such documents contain a reference to Hazardous
    Materials or activities related to Hazardous Materials. Landlord may, at Landlord’s expense, cause the Hazardous Materials Documents to be reviewed by a person or firm qualified to analyze Hazardous Materials to confirm compliance with the provisions
    of this Lease and with Applicable Laws. In the event that a review of the Hazardous Materials Documents indicates non-compliance with this Lease or Applicable Laws, Tenant shall, at its expense, diligently take steps to bring its storage and use of
    Hazardous Materials into compliance. Notwithstanding anything in this Lease to the contrary or Landlord’s review into Tenant’s Hazardous Materials Documents or use or disposal of hazardous materials, however, Landlord shall not have and expressly
    disclaims any liability related to Tenant’s or other tenants’ use or disposal of Hazardous Materials, it being acknowledged by Tenant that Tenant is best suited to evaluate the safety and efficacy of its Hazardous Materials usage and procedures.

   

  
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  21.3    Tenant represents and warrants to Landlord that it is not nor has it been, in connection with the use, disposal or storage of
    Hazardous Materials, (a) subject to a material enforcement order issued by any Governmental Authority or (b) required to take any remedial action.

   

  21.4    At any time, and from time to time, prior to the expiration of the Term, Landlord shall have the right to conduct appropriate
    tests of the Project or any portion thereof to demonstrate that Hazardous Materials are present or that contamination has occurred due to the acts or omissions of a Tenant Party. Tenant shall pay all reasonable costs of such tests if such tests reveal
    that Hazardous Materials exist at the Project in violation of this Lease.

   

  21.5    If underground or other storage tanks storing Hazardous Materials installed or utilized by Tenant are located on the Premises,
    or are hereafter placed on the Premises by Tenant (or by any other party, if such storage tanks are utilized by Tenant), then Tenant shall monitor the storage tanks, maintain appropriate records, implement reporting procedures, properly close any
    underground storage tanks, and take or cause to be taken all other steps necessary or required under the Applicable Laws. Tenant shall have no responsibility or liability for underground or other storage tanks installed by anyone other than Tenant
    unless Tenant utilizes such tanks, in which case Tenant’s responsibility for such tanks shall be as set forth in this Section.

   

  
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  21.6    Tenant shall promptly report to Landlord any actual or suspected presence of mold or water intrusion at the Premises of which
    Tenant becomes aware.

   

  21.7    Tenant’s obligations under this Article shall survive the expiration or earlier termination of the Lease. During any period of
    time needed by Tenant or Landlord after the termination of this Lease to complete the removal from the Premises of any such Hazardous Materials, Tenant shall be deemed a holdover tenant and subject to the provisions of Article 27.

   

  21.8    As used herein, the term “Hazardous Material” means any toxic, explosive, corrosive, flammable, infectious,
    radioactive, carcinogenic, mutagenic or otherwise hazardous substance, material or waste that is or becomes regulated by Applicable Laws or any Governmental Authority.

   

  21.9    Notwithstanding anything to the contrary in this Lease, Landlord shall have sole control over the equitable allocation of fire
    control areas (as defined in the Uniform Building Code as adopted by the city or municipality(ies) in which the Project is located (the “UBC”)) within the Project for the storage of Hazardous Materials. Notwithstanding anything to the contrary
    in this Lease, the quantity of Hazardous Materials allowed by this Section is specific to Tenant and shall not run with the Lease in the event of a Transfer (as defined in Article 29). In the event of a Transfer, if the use of Hazardous
    Materials by such new tenant (“New Tenant”) is such that New Tenant utilizes fire control areas in the Project in excess of New Tenant’s Pro Rata Share of the Building or the Project, as applicable, then New Tenant shall, at its sole cost and
    expense and upon Landlord’s written request, establish and maintain a separate area of the Premises classified by the UBC as an “H” occupancy area for the use and storage of Hazardous Materials, or take such other action as is necessary to ensure that
    its share of the fire control areas of the Building and the Project is not greater than New Tenant’s Pro Rata Share of the Building or the Project, as applicable. Notwithstanding anything in this Lease to the contrary, Landlord shall not have and
    expressly disclaims any liability related to Tenant’s or other tenants’ use or disposal of fire control areas, it being acknowledged by Tenant that Tenant and other tenants are best suited to evaluate the safety and efficacy of its Hazardous Materials
    usage and procedures.

   

  22.      Odors and Exhaust. Tenant acknowledges that Landlord would not enter into this Lease with Tenant unless Tenant assured
    Landlord that under no circumstances will any other occupants of the Building or the Project (including persons legally present in any outdoor areas of the Project) be subjected to odors or fumes (whether or not noxious), and that the Building and the
    Project will not be damaged by any exhaust, in each case from Tenant’s operations. Landlord and Tenant therefore agree as follows:

   

  22.1    Tenant shall not cause or permit (or conduct any activities that would cause) any release of any odors or fumes of any kind
    from the Premises.

   

  
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  22.2       If the Building has a ventilation system that, in Landlord’s judgment, is adequate, suitable, and appropriate to vent the
    Premises in a manner that does not release odors affecting any indoor or outdoor part of the Project, Tenant shall vent the Premises through such system. If Landlord at any time determines that any existing ventilation system is inadequate, or if no
    ventilation system exists, Tenant shall in compliance with Applicable Laws vent all fumes and odors from the Premises (and remove odors from Tenant’s exhaust stream) as Landlord requires. The placement and configuration of all ventilation exhaust
    pipes, louvers and other equipment shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant acknowledges Landlord’s legitimate desire to maintain the Project (indoor and outdoor areas)
    in an odor-free manner, and Landlord may require Tenant to abate and remove all odors in a manner that goes beyond the requirements of Applicable Laws.

   

  22.3       Tenant shall, at Tenant’s sole cost and expense, provide odor eliminators and other devices (such as filters, air cleaners,
    scrubbers and whatever other equipment may in Landlord’s judgment be necessary or appropriate from time to time) to completely remove, eliminate and abate any odors, fumes or other substances in Tenant’s exhaust stream that, in Landlord’s judgment,
    emanate from Tenant’s Premises. Any work Tenant performs under this Section shall constitute Alterations.

   

  22.4       Tenant’s responsibility to remove, eliminate and abate odors, fumes and exhaust shall continue throughout the Term.
    Landlord’s approval of the Tenant Improvements shall not preclude Landlord from requiring additional measures to eliminate odors, fumes and other adverse impacts of Tenant’s exhaust stream (as Landlord may designate in Landlord’s discretion). Tenant
    shall install additional equipment as Landlord requires from time to time under the preceding sentence. Such installations shall constitute Alterations.

   

  22.5       If Tenant fails to install satisfactory odor control equipment within ten (10) business days after Landlord’s demand made
    at any time, then Landlord may, without limiting Landlord’s other rights and remedies, require Tenant to cease and suspend any operations in the Premises that, in Landlord’s determination, cause odors, fumes or exhaust. For example, if Landlord
    determines that Tenant’s production of a certain type of product causes odors, fumes or exhaust, and Tenant does not install satisfactory odor control equipment within ten (10) business days after Landlord’s request, then Landlord may require Tenant to
    stop producing such type of product in the Premises unless and until Tenant has installed odor control equipment satisfactory to Landlord.

   

  23.         Insurance.

   

  23.1       Landlord shall maintain insurance for the Building and the Project in amounts equal to full replacement cost (exclusive of
    the costs of excavation, foundations and footings, engineering costs or such other costs to the extent the same are not incurred in the event of a rebuild and without reference to depreciation taken by Landlord upon its books or tax returns) or such
    lesser coverage as Landlord may elect, provided that such coverage shall not be less than the amount of such insurance Landlord’s Lender, if any, requires Landlord to maintain, providing protection against any peril generally included within
    the classification “Fire and Extended Coverage,” together with insurance against sprinkler damage (if applicable), vandalism and malicious mischief. Landlord, subject to availability thereof, shall further insure, if Landlord deems it appropriate,
    coverage against flood, environmental hazard, earthquake, loss or failure of building equipment, rental loss during the period of repairs or rebuilding, Workers’ Compensation insurance and fidelity bonds for employees employed to perform services.
    Notwithstanding the foregoing, Landlord may, but shall not be deemed required to, provide insurance for any improvements installed by Tenant or that are in addition to the standard improvements customarily furnished by Landlord, without regard to
    whether or not such are made a part of or are affixed to the Building.

   

  
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  23.2          In addition, Landlord shall carry Commercial General Liability insurance with limits of not less than One Million
    Dollars ($1,000,000) per occurrence/general aggregate for bodily injury (including death), or property damage with respect to the Project.

   

  23.3         Tenant shall, at its own cost and expense, procure and maintain during the Term the following insurance for the benefit
    of Tenant and Landlord (as their interests may appear) with insurers financially acceptable and lawfully authorized to do business in the state where the Premises are located:

   

  (a)       Commercial General Liability insurance on a broad-based occurrence coverage form, with coverages including but not limited
    to bodily injury (including death), property damage (including loss of use resulting therefrom), premises/operations, personal & advertising injury, and contractual liability with limits of liability of not less than $1,000,000 for bodily injury
    and property damage per occurrence, $2,000,000 general aggregate, which limits may be met by use of excess and/or umbrella liability insurance; provided that such coverage follows form with underlying coverages required herein.

   

  (b)       Commercial Automobile Liability insurance covering liability arising from the use or operation of any auto on behalf of
    Tenant or invited by Tenant (including those owned, hired, rented, leased, borrowed, scheduled or non-owned). Coverage shall be on a broad-based occurrence form in an amount not less than $1,000,000 combined single limit per accident for bodily injury
    and property damage. Such coverage shall apply to all vehicles and persons, whether accessing the property with active or passive consent.

   

  (c)       Commercial Property insurance covering property damage to the full replacement cost value and business interruption. Covered
    property shall include all tenant improvements in the Premises (to the extent not insured by Landlord pursuant to Section 23.1) and Tenant’s Property including personal property, furniture, fixtures, machinery, equipment, stock, inventory and
    improvements and betterments, which may be owned by Tenant or Landlord and required to be insured hereunder, or which may be leased, rented, borrowed or in the care custody or control of Tenant, or Tenant’s agents, employees or subcontractors. Such
    insurance, with respect only to all Tenant Improvements, Alterations or other work performed on the Premises by Tenant (collectively, “Tenant Work”), shall name Landlord and Landlord’s current and future mortgagees as loss payees as their
    interests may appear. Such insurance shall be written on an “all risk” of physical loss or damage basis including the perils of fire, extended coverage, electrical injury, mechanical breakdown, windstorm, vandalism, malicious mischief, sprinkler
    leakage, back-up of sewers or drains, earthquake, terrorism and such other risks Landlord may from time to time designate, for the full replacement cost value of the covered items with an agreed amount endorsement with no co-insurance. Business
    interruption coverage shall have limits sufficient to cover Tenant’s lost profits and necessary continuing expenses, including rents due Landlord under the Lease. The minimum period of indemnity for business interruption coverage shall be twenty-four
    (24) months.

   

  
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  (d)          Workers’ Compensation in compliance with all Applicable Laws or as may be available on a voluntary basis. Employer’s
    Liability must be at least in the amount of $1,000,000 for bodily injury by accident for each employee, $1,000,000 for bodily injury by disease for each employee, and $1,000,000 bodily injury by disease for policy limit.

   

  (e)          Medical malpractice insurance at limits of not less than $1,000,000 each claim during such periods, if any, that Tenant
    engages in the practice of medicine or clinical trials involving human beings at the Premises.

   

  (f)           Pollution Legal Liability insurance is required if Tenant stores, handles, generates or treats Hazardous Materials, as
    determined solely by Landlord, on or about the Premises. Such coverage shall include bodily injury, sickness, disease, death or mental anguish or shock sustained by any person; property damage including physical injury to or destruction of tangible
    property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically injured or destroyed; and defense costs, charges and expenses incurred in the investigation, adjustment or
    defense of claims for such compensatory damages. Coverage shall apply to both sudden and non-sudden pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or
    gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water. Claims-made coverage is permitted, provided the policy retroactive date is continuously maintained prior to the
    commencement date of this agreement, and coverage is continuously maintained during all periods in which Tenant occupies the Premises. Coverage shall be maintained with limits of not less than $2,000,000 per incident with a $4,000,000 policy aggregate
    and for a period of two (2) years thereafter.

   

  (g)          Umbrella/excess liability insurance with minimum limits of $5,000,000 per occurrence, $5,000,000 general aggregate ad
    $5,000,000 products/completed operation aggregate. Such policies must provide excess coverage above all policies noted in this Section 23.3 that Tenant is required to obtain (other than any property insurance policy. Coverage shall be at least as broad
    as the underlying coverages.

   

  (h)          The insurance coverages required in Exhibit B-1 in connection with all construction by Tenant (or on behalf of
    Tenant) at the Premises (including the Tenant Improvements and any Alterations).

   

  23.4       The insurance required of Tenant by this Article shall be with companies at all times having a current rating of not less
    than A- and financial category rating of at least Class VII in “A.M. Best’s Insurance Guide” current edition. Tenant shall obtain for Landlord from the insurance companies/broker or cause the insurance companies/broker to furnish certificates of
    insurance evidencing all coverages required herein to Landlord. Landlord reserves the right to require complete, certified copies of all required insurance policies including any endorsements. No such policy shall be cancelable or subject to reduction
    of coverage or other modification or cancellation except after thirty (30) days’ prior written notice to Landlord from Tenant or its insurers (except in the event of non-payment of premium, in which case ten (10) days’ written notice shall be given).
    All such policies shall be written as primary policies, not contributing with and not in excess of the coverage that Landlord may carry. Tenant’s required policies shall contain severability of interests clauses stating that, except with respect to
    limits of insurance, coverage shall apply separately to each insured or additional insured. Tenant shall, on the date of expiration of such policies, furnish Landlord with renewal certificates of insurance or binders. Tenant agrees that if Tenant does
    not take out and maintain such insurance, Landlord may (but shall not be required to) procure such insurance on Tenant’s behalf and at its cost to be paid by Tenant as Additional Rent. Commercial General Liability, Commercial Automobile Liability,
    Umbrella Liability and Pollution Legal Liability insurance as required above shall name Landlord, BioMed Realty LLC, BioMed Realty, L.P., BRE Edison L.P., BRE Edison LLC, BRE Edison Holdings L.P., BRE Edison Holdings LLC, BRE Edison Parent L.P. and
    their respective officers, employees, agents, general partners, members, subsidiaries, affiliates and Lenders (“Landlord Parties”) as additional insureds as respects liability arising from work or operations performed by or on behalf of Tenant,
    Tenant’s use or occupancy of Premises, and ownership, maintenance or use of vehicles by or on behalf of Tenant.

   

  
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  23.5    In each instance where insurance is to name Landlord Parties as additional insureds, Tenant shall, upon Landlord’s written
    request, also designate and furnish certificates evidencing such Landlord Parties as additional insureds to (a) any Lender of Landlord holding a security interest in the Building or the Project, (b) the landlord under any lease whereunder Landlord is a
    tenant of the real property upon which the Building is located if the interest of Landlord is or shall become that of a tenant under a ground lease rather than that of a fee owner and (c) any management company retained by Landlord to manage the
    Project.

   

  23.6    Tenant assumes the risk of damage to any fixtures, goods, inventory, merchandise, equipment and leasehold improvements, and
    Landlord shall not be liable for injury to Tenant’s business or any loss of income therefrom, relative to such damage, all as more particularly set forth within this Lease. Tenant shall, at Tenant’s sole cost and expense, carry such insurance as Tenant
    desires for Tenant’s protection with respect to personal property of Tenant or business interruption.

   

  23.7    Tenant, on behalf of itself and its insurers, hereby waives any and all rights of recovery against the Landlord Parties with
    respect to any loss, damage, claims, suits or demands, howsoever caused, that are covered, or should have been covered, by valid and collectible workers’ compensation, employer’s liability insurance and other liability insurance required to obtained
    and carried by Tenant pursuant to this Article, including any deductibles or self-insurance maintained thereunder. Tenant agrees to endorse the required workers’ compensation, employer’s liability and other liability insurance policies to permit
    waivers of subrogation as required hereunder and hold harmless and indemnify the Landlord Parties for any loss or expense incurred as a result of a failure to obtain such waivers of subrogation from insurers. Such waivers shall continue so long as
    Tenant’s insurers so permit. Any termination of such a waiver shall be by written notice to Landlord, containing a description of the circumstances hereinafter set forth in this Section. Tenant, upon obtaining the policies of workers’ compensation,
    employer’s liability and other liability insurance required or permitted under this Lease, shall give notice to its insurance carriers that the foregoing waiver of subrogation is contained in this Lease. If such policies shall not be obtainable with
    such waiver or shall be so obtainable only at a premium over that chargeable without such waiver, then Tenant shall notify Landlord of such conditions and only in the event that such waiver is not obtainable, Tenant shall not be obligated to obtain
    such waiver.

   

  
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  23.8    Landlord may require insurance policy limits required under this Lease to be raised to conform with requirements of Landlord’s
    Lender or to bring coverage limits to levels then being required of new tenants within the Project, provided such coverage limits are reasonably consistent with those required by landlords of similarly situated buildings.

   

  23.9    In addition to other insurance required by this Lease to be carried by Tenant, if Tenant sells, merchandises, transfers, gives
    away or exchanges so-called “alcoholic liquors” in, upon or from any part of the Premises, then Tenant shall, at Tenant’s sole cost and expense, purchase and maintain in full force and effect during the Term dram shop insurance in form and substance
    satisfactory to Landlord, with total limits of liability for bodily injury, loss of means of support and property damage for each occurrence in an amount and with a carrier reasonably acceptable to Landlord, and otherwise in compliance with the general
    provisions of this Article governing the provision of insurance by Tenant. Such policy shall name Landlord and the Landlord Parties as additional insureds against any liability by virtue of Applicable Laws concerning the use, sale or giving away of
    alcoholic liquors. If at any time such insurance is for any reason not in force, then during all and any such times no selling, merchandising, transferring, giving away or exchanging of so-called “alcoholic liquors” shall be conducted by Tenant in,
    upon or from any part of the Premises.

   

  23.10  Any costs incurred by Landlord pursuant to this Article shall constitute a portion of Operating Expenses.

   

  23.11  The provisions of this Article shall survive the expiration or earlier termination of this Lease.

   

  		24.	Damage or Destruction.


   

  24.1    In the event of a partial destruction of (a) the Premises, (b) the Building, (c) the Common Area or (d) the Project ((a)-(d)
    collectively, the “Affected Areas”) by fire or other perils covered by extended coverage insurance not exceeding twenty-five percent (25%) of the full insurable value thereof, and provided that (w) the damage thereto is such that the
    Affected Areas may be repaired, reconstructed or restored within a period of six (6) months from the date of the happening of such casualty, (x) Landlord shall receive insurance proceeds from its insurer or Lender sufficient to cover the cost of such
    repairs, reconstruction and restoration (except for any deductible amount provided by Landlord’s policy, which deductible amount, if paid by Landlord, shall constitute an Operating Expense), (y) the repair, reconstruction or restoration of the Affected
    Areas is permitted by all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder and (z) such casualty was not intentionally caused by a Tenant Party, then Landlord shall commence and proceed
    diligently with the work of repair, reconstruction and restoration of the Affected Areas and this Lease shall continue in full force and effect.

   

  
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  24.2    In the event of any damage to or destruction of the Building or the Project other than as described in Section 24.1,
    Landlord may elect to repair, reconstruct and restore the Building or the Project, as applicable, in which case this Lease shall continue in full force and effect. If Landlord elects not to repair, reconstruct and restore the Building or the Project,
    as applicable, then this Lease shall terminate as of the date of such damage or destruction. In the event of any damage or destruction (regardless of whether such damage is governed by Section 24.1 or this Section), if (a) in Landlord’s
    determination as set forth in the Damage Repair Estimate (as defined below), the Affected Areas cannot be repaired, reconstructed or restored within twelve (12) months after the date of the Damage Repair Estimate, (b) subject to Section 24.6,
    the Affected Areas are not actually repaired, reconstructed and restored within eighteen (18) months after the date of the Damage Repair Estimate, or (c) the damage and destruction occurs within the last twelve (12) months of the then-current Term,
    then Tenant shall have the right to terminate this Lease, effective as of the date of such damage or destruction, by delivering to Landlord its written notice of termination (a “Termination Notice”) (y) with respect to Subsections 24.2(a)
    and (c), no later than fifteen (15) days after Landlord delivers to Tenant Landlord’s Damage Repair Estimate and (z) with respect to Subsection 24.2(b), no later than fifteen (15) days after such eighteen (18) month period (as the same
    may be extended pursuant to Section 24.6) expires. If Tenant provides Landlord with a Termination Notice pursuant to Subsection 24.2(z), Landlord shall have an additional thirty (30) days after receipt of such Termination Notice to
    complete the repair, reconstruction and restoration. If Landlord does not complete such repair, reconstruction and restoration within such thirty (30) day period, then Tenant may terminate this Lease by giving Landlord written notice within two (2)
    business days after the expiration of such thirty (30) day period. If Landlord does complete such repair, reconstruction and restoration within such thirty (30) day period, then this Lease shall continue in full force and effect.

   

  24.3    As soon as reasonably practicable, but in any event within sixty (60) days following the date of damage or destruction,
    Landlord shall notify Tenant of Landlord’s good faith estimate of the period of time in which the repairs, reconstruction and restoration will be completed (the “Damage Repair Estimate”), which estimate shall be based upon the opinion of a
    contractor reasonably selected by Landlord and experienced in comparable repair, reconstruction and restoration of similar buildings. Additionally, Landlord shall give written notice to Tenant as soon as reasonably practicable, but in any event within
    sixty (60) days following the date of damage or destruction, of its election not to repair, reconstruct or restore the Building or the Project, as applicable.

   

  24.4    Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released thereby without
    further obligation to the other from the date possession of the Premises is surrendered to Landlord, except with regard to (a) items occurring prior to the damage or destruction and (b) provisions of this Lease that, by their express terms, survive the
    expiration or earlier termination hereof.

   

  24.5    In the event of repair, reconstruction and restoration as provided in this Article, all Rent to be paid by Tenant under this
    Lease shall be abated proportionately based on the extent to which Tenant’s use of the Premises is impaired during the period of time commencing on the date of the damage or destruction and continuing until the substantial completion of such repair,
    reconstruction or restoration, unless Landlord provides Tenant with other space during the period of repair, reconstruction and restoration that, in Tenant’s reasonable opinion, is suitable for the temporary conduct of Tenant’s business; provided,
    however, that the amount of such abatement shall be reduced by the amount of Rent that is received by Tenant as part of the business interruption or loss of rental income with respect to the Premises from the proceeds of business interruption or loss
    of rental income insurance.

   

  
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  24.6    Notwithstanding anything to the contrary contained in this Article, (a) Landlord shall not be required to repair, reconstruct
    or restore any damage or destruction to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent, and (b) should Landlord be delayed or prevented from
    completing the repair, reconstruction or restoration of the damage or destruction to the Premises after the occurrence of such damage or destruction by Force Majeure or delays caused by a Lender or Tenant Party, then the time for Landlord to commence
    or complete repairs, reconstruction and restoration shall be extended on a day-for-day basis; provided, however, that, at Landlord’s election, Landlord shall be relieved of its obligation to make such repairs, reconstruction and restoration.

   

  24.7    If Landlord is obligated to or elects to repair, reconstruct or restore as herein provided, then Landlord shall be obligated
    to make such repairs, reconstruction or restoration only with regard to (a) those portions of the Premises that were originally provided at Landlord’s expense and (b) the Common Area portion of the Affected Areas. The repairs, reconstruction or
    restoration of improvements not originally provided by Landlord or at Landlord’s expense shall be the obligation of Tenant. In the event Tenant has elected to upgrade certain improvements from the Building Standard, Landlord shall, upon the need for
    replacement due to an insured loss, provide only the Building Standard, unless Tenant again elects to upgrade such improvements and pay any incremental costs related thereto, except to the extent that excess insurance proceeds, if received, are
    adequate to provide such upgrades, in addition to providing for basic repairs, reconstruction and restoration of the Premises, the Building and the Project.

   

  24.8    Notwithstanding anything to the contrary contained in this Article, Landlord shall not have any obligation whatsoever to
    repair, reconstruct or restore the Premises if the damage resulting from any casualty covered under this Article occurs during the last twenty-four (24) months of the Term or any extension thereof, or to the extent that insurance proceeds are not
    available therefor.

   

  24.9    Landlord’s obligation, should it elect or be obligated to repair, reconstruct or restore, shall be limited to the Affected
    Areas, and shall be conditioned upon Landlord receiving any permits or authorizations required by Applicable Laws. Tenant shall, at its expense, replace or fully repair all of Tenant’s personal property and any Alterations installed by Tenant existing
    at the time of such damage or destruction. If Affected Areas are to be repaired, reconstructed or restored in accordance with the foregoing, Landlord shall make available to Tenant any portion of insurance proceeds it receives that are allocable to the
    Alterations constructed by Tenant pursuant to this Lease; provided Tenant is not then in default under this Lease, and subject to the requirements of any Lender of Landlord.

   

  24.10  This Article sets forth the terms and conditions upon which this Lease may terminate in the event of any damage or destruction.
    Accordingly, the parties hereby waive the provisions of California Civil Code Sections 1932(2) and 1933(4) (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or destruction.

   

  
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  		25.	Eminent Domain.


   

  25.1    In the event (a) the whole of all Affected Areas or (b) such part thereof as shall substantially interfere with Tenant’s use
    and occupancy of the Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant
    or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms,
    survive the expiration or earlier termination hereof.

   

  25.2    In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas serving the
    Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or eminent domain, or sold to prevent such taking, then, without regard to whether any portion of the
    Premises occupied by Tenant was so taken, Landlord may elect to terminate this Lease (except with regard to (a) items occurring prior to the taking and (b) provisions of this Lease that, by their express terms, survive the expiration or earlier
    termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to make it uneconomical to continue use of the unappropriated portion for purposes of renting office or laboratory space.

   

  25.3    To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is
    required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except
    as set forth in the previous sentence, any award for such taking shall be the property of Landlord.

   

  25.4    If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly
    proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased
    proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that
    Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent.

   

  25.5    This Article sets forth the terms and conditions upon which this Lease may terminate in the event of any taking by
    condemnation or eminent domain. Accordingly, the parties hereby waive the provisions of California Code of Civil Procedure Sections 1230.010 and 1265.130 (and any successor statutes) permitting the parties to terminate this Lease as a result of any
    taking by condemnation or eminent domain.

   

  
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  		26.	Surrender.


   

  26.1       At least thirty (30) days prior to Tenant’s surrender of possession of any part of the Premises, Tenant shall provide
    Landlord with a facility decommissioning and Hazardous Materials closure plan for the Premises (“Exit Survey”) prepared by an independent third party state-certified professional with appropriate expertise, which Exit Survey must be reasonably
    acceptable to Landlord. The Exit Survey shall comply with the American National Standards Institute’s Laboratory Decommissioning guidelines (ANSI/AIHA Z9.11-2008) or any successor standards published by ANSI or any successor organization (or, if ANSI
    and its successors no longer exist, a similar entity publishing similar standards). In addition, at least ten (10) days prior to Tenant’s surrender of possession of any part of the Premises, Tenant shall (a) provide Landlord with written evidence of
    all appropriate governmental releases obtained by Tenant in accordance with Applicable Laws, including laws pertaining to the surrender of the Premises, (b) place Laboratory Equipment Decontamination Forms on all decommissioned equipment to assure safe
    occupancy by future users and (c) conduct a site inspection with Landlord. In addition, Tenant agrees to remain responsible after the surrender of the Premises for the remediation of any recognized environmental conditions set forth in the Exit Survey
    and comply with any recommendations set forth in the Exit Survey. Tenant’s obligations under this Section shall survive the expiration or earlier termination of the Lease.

   

  26.2       No surrender of possession of any part of the Premises shall release Tenant from any of its obligations hereunder, unless
    such surrender is accepted in writing by Landlord.

   

  26.3       The voluntary or other surrender of this Lease by Tenant shall not effect a merger with Landlord’s fee title or leasehold
    interest in the Premises, the Building, the Property or the Project, unless Landlord consents in writing, and shall, at Landlord’s option, operate as an assignment to Landlord of any or all subleases.

   

  26.4       The voluntary or other surrender of any ground or other underlying lease that now exists or may hereafter be executed
    affecting the Building or the Project, or a mutual cancellation thereof or of Landlord’s interest therein by Landlord and its lessor shall not effect a merger with Landlord’s fee title or leasehold interest in the Premises, the Building or the Property
    and shall, at the option of the successor to Landlord’s interest in the Building or the Project, as applicable, operate as an assignment of this Lease.

   

  		27.	Holding Over.


   

  27.1       If, with Landlord’s prior written consent, Tenant holds possession of all or any part of the Premises after the Term,
    Tenant shall become a tenant from month to month after the expiration or earlier termination of the Term, and in such case Tenant shall continue to pay (a) Base Rent in accordance with Article 7, and (b) any amounts for which Tenant would
    otherwise be liable under this Lease if the Lease were still in effect, including payments for Tenant’s Adjusted Share of Operating Expenses. Any such month-to-month tenancy shall be subject to every other term, covenant and agreement contained herein.

   

  27.2       Notwithstanding the foregoing, if Tenant remains in possession of the Premises after the expiration or earlier termination
    of the Term without Landlord’s prior written consent, (a) Tenant shall become a tenant at sufferance subject to the terms and conditions of this Lease, except that the monthly rent shall be equal to one hundred fifty percent (150%) of the Rent in
    effect during the last thirty (30) days of the Term, and (b) Tenant shall be liable to Landlord for any and all damages suffered by Landlord as a result of such holdover, including any lost rent or consequential, special and indirect damages (in each
    case, regardless of whether such damages are foreseeable).

   

  
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  27.3    Acceptance by Landlord of Rent after the expiration or earlier termination of the Term shall not result in an extension,
    renewal or reinstatement of this Lease.

   

  27.4    The foregoing provisions of this Article are in addition to and do not affect Landlord’s right of reentry or any other rights
    of Landlord hereunder or as otherwise provided by Applicable Laws.

   

  27.5    The provisions of this Article shall survive the expiration or earlier termination of this Lease.

   

  		28.	Indemnification and Exculpation.


   

  28.1    Tenant agrees to Indemnify the Landlord Indemnitees from and against any and all Claims of any kind or nature, real or
    alleged, arising from (a) injury to or death of any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project, arising directly or indirectly out of (i) the presence at or use or occupancy of the
    Premises or Project by a Tenant Party or (ii) an act or omission on the part of any Tenant Party, (b) a breach or default by Tenant in the performance of any of its obligations hereunder (including any Claim asserted by a Lender against any Landlord
    Indemnitees under any Loan Document as a direct result of such breach or default by Tenant) or (c) injury to or death of persons or damage to or loss of any property, real or alleged, arising from the serving of alcoholic beverages at the Premises or
    Project, including liability under any dram shop law, host liquor law or similar Applicable Law, except to the extent directly arising from Landlord’s negligence or willful misconduct. Tenant’s obligations under this Section shall not be affected,
    reduced or limited by any limitation on the amount or type of damages, compensation or benefits payable by or for Tenant under workers’ compensation acts, disability benefit acts, employee benefit acts or similar legislation. Tenant’s obligations under
    this Section shall survive the expiration or earlier termination of this Lease. Subject to Sections 23.6, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to Indemnify the Tenant
    Parties from and against any and all Claims arising from injury to or death of any person or damage to or loss of any physical property occurring within or about the Premises, the Building, the Property or the Project to the extent directly arising
    from Landlord’s gross negligence or willful misconduct.

   

  28.2    Notwithstanding anything in this Lease to the contrary, Landlord shall not be liable to Tenant for and Tenant assumes all risk
    of (a) damage or losses arising from fire, electrical malfunction, gas explosion or water damage of any type (including broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to
    Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time, and (b) damage to personal property or scientific research, including loss of records kept by Tenant
    within the Premises (in each case, regardless of whether such damages are foreseeable). Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property as described in
    this Section. Notwithstanding anything in the foregoing or this Lease to the contrary, except (x) as otherwise provided herein (including Section 27.2), (y) as may be provided by Applicable Laws or (z) in the event of Tenant’s breach of Article


      21 or Section 26.1, in no event shall Landlord or Tenant be liable to the other for any consequential, special or indirect damages arising from this Lease, including lost profits (provided that this Subsection 28.2(z) shall
    not limit Tenant’s liability for Base Rent or Additional Rent pursuant to this Lease).

   

  
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  28.3        Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building
    or the Project, or of any other third party.

   

  28.4        Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances
    prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses arising from criminal acts of third parties, and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a
    criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage. Tenant’s security programs and equipment for the Premises shall be coordinated with Landlord
    and subject to Landlord’s reasonable approval.

   

  28.5        The provisions of this Article shall survive the expiration or earlier
    termination of this Lease.

   

  		29.	Assignment or Subletting.


   

  29.1        Except as hereinafter expressly permitted, none of the following (each, a “Transfer”), either voluntarily or by
    operation of Applicable Laws, shall be directly or indirectly performed without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed: (a) Tenant selling, hypothecating, assigning, pledging,
    encumbering or otherwise transferring this Lease or subletting the Premises or (b) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange). For
    purposes of the preceding sentence, “control” means (1) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (2) possessing, directly or indirectly, the power to direct or cause the
    direction of the management and policies of such person. Tenant shall have the right, without Landlord’s prior written consent, to (y) Transfer Tenant’s interest in this Lease or the Premises or any part thereof to any person that (i) acquires all or
    substantially all of the assets of Tenant (either indirectly through a sale of all or substantially all of Tenant’s stock or equity interests or directly), (ii) is a successor to Tenant by merger, consolidation or reorganization or as a result of an
    initial public offering of Tenant’s stock on a nationally recognized stock exchange, or (iii) as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by or is under
    common control with Tenant (the transferee or resulting Tenant described in (i), (ii) or (iii), a “Tenant’s Affiliate”) and (z) provided that, at all times prior to and after such transfer, Tenant remains the tenant under this Lease and
    Tenant retains the power to direct or cause the direction of the management and policies of Tenant and Tenant retains fifty-one percent (51%) or more of the voting power of all the stock or other equity interests in Tenant, transfer (directly or
    indirectly) more than fifty percent (50%) of the stock or equity interests of Tenant as part of a bona fide private equity placement financing (an “Equity Financing Transfer”); provided that, in each case, Tenant shall notify Landlord in
    writing at least thirty (30) days prior to the effectiveness of such Transfer (any such Transfer described in (y) or (z) in this Section above, an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such
    Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or
    greater than the net worth (as of the date of the Exempt Transfer) of the transferring Tenant. For purposes of the immediately preceding sentence, “control” requires both (A) owning (directly or indirectly) more than fifty percent (50%) of the stock or
    other equity interests of another person and (B) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a
    tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project; provided that, Landlord or such affiliate has sufficient space for such entity at the Project. Upon
    Tenant’s written request, Landlord shall execute and deliver a commercially reasonable form of confidentiality agreement with respect to any information disclosed to Landlord in connection with a proposed Transfer or Exempt Transfer. Notwithstanding
    the foregoing, if Tenant is precluded by Applicable Law or by contract from giving Landlord prior written notice of an Exempt Transfer, then Tenant will provide Landlord with written notice of the Exempt Transfer as soon as Tenant may do so without
    violating Applicable Law or the terms of the applicable contract, and if Tenant does not know all of the material terms of the Exempt Transfer at least thirty (30) days prior to its effectiveness, then Tenant will provide Landlord with written notice
    of the Exempt Transfer no later than five (5) days after Tenant knows all of the material terms of the Exempt Transfer.

   

  
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  29.2        In the event Tenant desires to effect a Transfer, then, at least thirty (30) but not more than ninety (90) days prior to
    the date when Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall provide written notice to Landlord (the “Transfer Notice”) containing information (including references) concerning the character of the
    proposed transferee, assignee or sublessee; the Transfer Date; the most recent unconsolidated financial statements of Tenant and of the proposed transferee, assignee or sublessee satisfying the requirements of Section 40.2 (“Required
      Financials”); any ownership or commercial relationship between Tenant and the proposed transferee, assignee or sublessee; copies of Hazardous Materials Documents for the proposed transferee, assignee or sublessee; and the consideration and all
    other material terms and conditions of the proposed Transfer, all in such detail as Landlord shall reasonably require.

   

  29.3        Landlord, in determining whether consent should be given to a proposed Transfer, may give consideration to, among other
    things and without limitation, the following factors which Tenant agrees shall all be factors on which Landlord may reasonably rely in determining whether or not to grant such consent: (a) the financial strength of such transferee, assignee or
    sublessee (taking into account that Tenant shall remain liable for Tenant’s performance), (b) any change in use that such transferee, assignee or sublessee proposes to make in the use of the Premises and (c) Landlord’s desire to exercise its rights
    under Section 29.7 to cancel this Lease. In no event shall Landlord be deemed to be unreasonable for declining to consent to a Transfer if any applicable Loan Document prohibits such assignment or any Lender whose consent is required thereunder
    withholds its consent, or if the Transfer is to a transferee, assignee or sublessee of poor reputation, lacking financial qualifications or seeking a change in the Permitted Use, or jeopardizing directly or indirectly the status of Landlord or any of
    Landlord’s affiliates as a Real Estate Investment Trust under the Internal Revenue Code of 1986 (as the same may be amended from time to time, the “Revenue Code”). Notwithstanding anything contained in this Lease to the contrary, (w) no Transfer
    shall be consummated on any basis such that the rental or other amounts to be paid by the occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of
    such occupant, assignee, manager or other transferee; (x) at any time Landlord or any of Landlord’s affiliates is a real estate investment trust, Tenant shall not furnish or render any services to an occupant, assignee, manager or other transferee with
    respect to whom transfer consideration is required to be paid, or manage or operate the Premises or any capital additions so transferred, with respect to which transfer consideration is being paid, to the extent that any of the foregoing would cause
    Landlord to be in violation of any Applicable Laws or other requirements imposed upon real estate investment trusts or otherwise jeopardizes, directly or indirectly, the status of Landlord or any of Landlord’s affiliates as a real estate investment
    trust; (y) Tenant shall not consummate a Transfer with any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Revenue Code); and (z) Tenant shall not
    consummate a Transfer with any person or in any manner that could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease, license or other arrangement for the right to use, occupy or possess any portion of the
    Premises to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Revenue Code, or any similar or successor provision thereto or which could cause any other income of Landlord to fail to qualify as income described
    in Section 856(c)(2) of the Revenue Code. Notwithstanding anything in this Lease to the contrary, if (a) Tenant or any proposed transferee, assignee or sublessee of Tenant has been required by any prior landlord, Lender or Governmental Authority to
    take material remedial action in connection with Hazardous Materials contaminating a property if the contamination resulted from such party’s action or omission or use of the property in question or (b) Tenant or any proposed transferee, assignee or
    sublessee is subject to a material enforcement order issued by any Governmental Authority in connection with the use, disposal or storage of Hazardous Materials, then Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute
    discretion (with respect to any such matter involving Tenant), and it shall not be unreasonable for Landlord to withhold its consent to any proposed transfer, assignment or subletting (with respect to any such matter involving a proposed transferee,
    assignee or sublessee).

   

  
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  29.4        The following are conditions precedent to a Transfer or to Landlord considering a request by Tenant to a Transfer:

   

  (a)           Tenant shall remain fully liable under this Lease. Tenant agrees that it shall not be (and shall not be deemed to be) a
    guarantor or surety of this Lease, however, and waives its right to claim that is it is a guarantor or surety or to raise in any legal proceeding any guarantor or surety defenses permitted by this Lease or by Applicable Laws;

   

  (b)          If Tenant or, except with respect to an Exempt Transfer that is an Equity Financing Transfer, a proposed transferee,
    assignee or sublessee does not or cannot deliver the Required Financials, then Landlord may elect to have either Tenant’s ultimate parent company or the proposed transferee’s, assignee’s or sublessee’s ultimate parent company provide a guaranty of the
    applicable entity’s obligations under this Lease, in a form acceptable to Landlord, which guaranty shall be executed and delivered to Landlord by the applicable guarantor prior to the Transfer Date;

  
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  (c)           In the case of an Exempt Transfer, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord that
    the Transfer qualifies as an Exempt Transfer;

   

  (d)          Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord that the value of Landlord’s interest
    under this Lease shall not be diminished or reduced by the proposed Transfer. Such evidence shall include evidence respecting the relevant business experience and financial responsibility and status of the proposed transferee, assignee or sublessee;

   

  (e)           Tenant shall reimburse Landlord for Landlord’s actual costs and expenses, including reasonable attorneys’ fees, charges
    and disbursements incurred in connection with the review, processing and documentation of such request, not to exceed Five Thousand Dollars ($5,000) in any one instance;

   

  (f)           Except with respect to an Exempt Transfer, if Tenant’s transfer of rights or sharing of the Premises provides for the
    receipt by, on behalf of or on account of Tenant of any consideration of any kind whatsoever (including a premium rental for a sublease or lump sum payment for an assignment, but excluding Tenant’s reasonable costs in marketing and subleasing the
    Premises) in excess of the rental and other charges due to Landlord under this Lease, Tenant shall pay fifty percent (50%) of all of such excess to Landlord, after making deductions for any reasonable marketing expenses, tenant improvement funds
    expended by Tenant, alterations, cash concessions, brokerage commissions, attorneys’ fees and free rent actually paid by Tenant. If such consideration consists of cash paid to Tenant, payment to Landlord shall be made upon receipt by Tenant of such
    cash payment;

   

  (g)          With respect to a Transfer (including an Exempt Transfer) that constitutes a sublease of all or a portion of the Premises
    or any similar arrangement, the proposed sublessee or transferee shall agree that, in the event Landlord gives such proposed sublessee or transferee notice that Tenant is in default under this Lease, such proposed sublessee or transferee shall
    thereafter make all rental and other payments otherwise due Tenant directly to Landlord, which payments shall be received by Landlord, without any liability being incurred by Landlord, and applied against the amounts due from Tenant under this Lease,
    and any such proposed sublessee or transferee shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, that in no event shall Landlord or its Lenders, successors or
    assigns be obligated to accept such attornment;

   

  (h)          Landlord’s consent to any such Transfer shall be effected on Landlord’s commercially reasonable forms;

   

  (i)           Tenant shall not then be in default hereunder in any respect;

   

  (j)         Such proposed transferee, assignee or sublessee’s use of the Premises shall be the same as the Permitted Use;

   

  (k)          Landlord shall not be bound by any provision of any agreement pertaining to the Transfer, except for Landlord’s written consent to the
    same;

   

  
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  (l)        Tenant shall pay all transfer and other taxes (including interest and penalties) assessed or payable for any Transfer;

   

  (m)        Landlord’s consent (or waiver of its rights) for any Transfer shall not waive Landlord’s right to consent or refuse consent
    to any later Transfer;

   

  (n)         Tenant shall deliver to Landlord one executed copy of any and all written instruments evidencing or relating to the
    Transfer; and

   

  (o)       Tenant shall deliver to Landlord a list of Hazardous Materials (as defined below), certified by the proposed transferee,
    assignee or sublessee to be true and correct, that the proposed transferee, assignee or sublessee intends to use or store in the Premises. Additionally, Tenant shall deliver to Landlord, on or before the date any proposed transferee, assignee or
    sublessee takes occupancy of the Premises, all of the items relating to Hazardous Materials of such proposed transferee, assignee or sublessee as described in Section 21.2.

   

  29.5    Any Transfer that is not in compliance with the provisions of this Article or with respect to which Tenant does not fulfill
    its obligations pursuant to this Article shall be void and shall, at the option of Landlord (in Landlord’s sole and absolute discretion), be deemed a Default by Tenant under this Lease.

   

  29.6    Notwithstanding any Transfer, Tenant shall remain fully and primarily liable for the payment of all Rent and other sums due or
    to become due hereunder, and for the full performance of all other terms, conditions and covenants to be kept and performed by Tenant. The acceptance of Rent or any other sum due hereunder, or the acceptance of performance of any other term, covenant
    or condition thereof, from any person or entity other than Tenant shall not be deemed a waiver of any of the provisions of this Lease or a consent to any Transfer.

   

  29.7    If Tenant delivers to Landlord a Transfer Notice indicating a desire to transfer this Lease to a proposed transferee, assignee
    or sublessee other than pursuant to an Exempt Transfer, then Landlord shall have the option, exercisable by giving notice to Tenant at any time within thirty (30) days after Landlord’s receipt of such Transfer Notice, to terminate this Lease as of the
    date specified in the Transfer Notice as the Transfer Date, except for those provisions that, by their express terms, survive the expiration or earlier termination hereof. If Landlord exercises such option, then Tenant shall have the right to withdraw
    such Transfer Notice by delivering to Landlord written notice of such election within five (5) days after Landlord’s delivery of notice electing to exercise Landlord’s option to terminate this Lease. In the event Tenant withdraws the Transfer Notice as
    provided in this Section, this Lease shall continue in full force and effect. No failure of Landlord to exercise its option to terminate this Lease shall be deemed to be Landlord’s consent to a proposed Transfer.

   

  29.8    If Tenant sublets the Premises or any portion thereof, Tenant hereby immediately and irrevocably assigns to Landlord, as
    security for Tenant’s obligations under this Lease, all rent from any such subletting, and appoints Landlord as assignee and attorney-in-fact for Tenant, and Landlord (or a receiver for Tenant appointed on Landlord’s application) may collect such rent
    and apply it toward Tenant’s obligations under this Lease; provided that, until the occurrence of a Default (as defined below) by Tenant, Tenant shall have the right to collect such rent.

   

  
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  29.9    In the event that Tenant enters into a sublease for the entire Premises in accordance with this Article that expires within two (2) days of
    the Term Expiration Date, the term expiration date of such sublease shall, notwithstanding anything in this Lease, the sublease or any consent to the sublease to the contrary, be deemed to be the date that is two (2) days prior to the Term Expiration
    Date.

   

  		30.	Subordination and Attornment.


   

  30.1    This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or
    hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such
    subordination.

   

  30.2    Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments
    evidencing such non-disturbance, subordination and attornment of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be reasonably required by Landlord, it being expressly understood
    that any Lender’s required form of non-disturbance, subordination and attornment shall be deemed to be a commercially reasonable instrument for purposes of this Section. If any Lender so elects, however, this Lease shall be deemed prior in lien to any
    such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this
    Section within ten (10) days after written request therefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an
    interest and is irrevocable. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors.

   

  30.3    Intentionally Blank

   

  30.4    In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed
    of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease.

   

  30.5.   During the Term, upon Tenant’s written request to Landlord, Landlord shall request a subordination and non-disturbance agreement from any
    existing or future Lender that holds a deed of trust lien encumbering the portion of the Project on which the Premises is situated (for purposes of clarity, this obligation does not apply with respect to any deed of trust lien that encumbers the
    Project as of the Execution Date); provided, however, that (a) Landlord shall have no obligation to obtain such subordination and non-disturbance agreement (and Tenant shall have no right or remedy in the event that such Lender refuses to
    provide, or fails to respond or delays in responding to any request for, such subordination and non-disturbance agreement), (b) Landlord makes no assurance regarding such agreement or the terms thereof (including whether or not same is commercially
    reasonable) and (c) Tenant shall (i) pay all fees and expenses of any kind (including, without limitation, attorneys’ fees) imposed or required by such Lender in connection with such subordination and non-disturbance agreement, and (ii) reimburse
    Landlord for Landlord’s actual costs and expenses, including reasonable attorneys’ fees, charges and disbursements incurred in connection with the review, processing and documentation of such subordination and non-disturbance agreement.

   

  
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  31.         Defaults and Remedies.

   

  31.1    Late payment by Tenant to Landlord of Rent and other sums due shall cause Landlord to incur costs not contemplated by this Lease, the
    exact amount of which shall be extremely difficult and impracticable to ascertain. Such costs include processing and accounting charges and late charges that may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises.
    Therefore, if any installment of Rent due from Tenant is not received by Landlord within five (5) days after the date such payment is due, Tenant shall pay to Landlord (a) an additional sum of five percent (5%) of the overdue Rent as a late charge plus
    (b) interest at an annual rate (the “Default Rate”) equal to the lesser of (a) ten percent (10%) and (b) the highest rate permitted by Applicable Laws. The parties agree that this late charge represents a fair and reasonable estimate of the
    costs that Landlord shall incur by reason of late payment by Tenant and shall be payable as Additional Rent to Landlord due with the next installment of Rent or within five (5) business days after Landlord’s demand, whichever is earlier, provided
    Tenant has at least five (5) business days in which to pay such late charge after such charge is incurred. Landlord’s acceptance of any Additional Rent (including a late charge or any other amount hereunder) shall not be deemed an extension of the date
    that Rent is due or prevent Landlord from pursuing any other rights or remedies under this Lease, at law or in equity.

   

  31.2    No payment by Tenant or receipt by Landlord of a lesser amount than the Rent payment herein stipulated shall be deemed to be other than on
    account of the Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right
    to recover the balance of such Rent or pursue any other remedy provided in this Lease or in equity or at law. If a dispute shall arise as to any amount or sum of money to be paid by Tenant to Landlord hereunder, Tenant shall have the right to make
    payment “under protest,” such payment shall not be regarded as a voluntary payment, and there shall survive the right on the part of Tenant to institute suit for recovery of the payment paid under protest.

   

  31.3    If Tenant fails to pay any sum of money required to be paid by it hereunder or perform any other act on its part to be performed
    hereunder, in each case within the applicable cure period (if any) described in Section 31.4, then Landlord may (but shall not be obligated to), without waiving or releasing Tenant from any obligations of Tenant, make such payment or perform
    such act; provided that such failure by Tenant unreasonably interfered with the use of the Building or the Project by any other tenant or with the efficient operation of the Building or the Project, or resulted or could have resulted in a
    violation of Applicable Laws or the cancellation of an insurance policy maintained by Landlord. Notwithstanding the foregoing, in the event of an emergency, Landlord shall have the right to enter the Premises and act in accordance with its rights as
    provided elsewhere in this Lease. In addition to the late charge described in Section 31.1, Tenant shall pay to Landlord as Additional Rent all sums so paid or incurred by Landlord, together with interest at the Default Rate, computed from the
    date such sums were paid or incurred.

   

  
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  31.4       The occurrence of any one or more of the following events shall constitute a “Default” hereunder by Tenant:

   

  (a)       Tenant (i) abandons the Premises within the meaning of Section 1951.3 of the California Civil Code; or (ii)(A) Landlord receives notice
    of Tenant’s vacation of or Tenant’s intention to vacate the Premises prior to the scheduled expiration or earlier termination of this Lease, other than in accordance with a right expressly granted to Tenant under this Lease, and such vacation (or
    intention to vacate) is related to financial hardship or Tenant’s inability to pay its debts as they become due, a dissolution of Tenant, or the liquidation or winding up of Tenant’s business operations; or (B) Tenant vacates the Premises prior to the
    scheduled expiration or earlier termination of this Lease, other than in accordance with a right expressly granted to Tenant under this Lease, within the one-hundred twenty (120) day period following the filing of any involuntary petition against
    Tenant or the attachment of Tenant’s interest in this Lease (notwithstanding anything to the contrary in Sections 31.4(g) and 31.4(k));

   

  (b)       Tenant fails to make any payment of Rent, as and when due, or to satisfy its obligations under Article 19, where such failure
    shall continue for a period of three (3) business days after written notice thereof from Landlord to Tenant;

   

  (c)       Tenant fails to observe or perform any obligation or covenant contained herein (other than described in Sections 31.4(a) and 31.4(b))
    to be performed by Tenant, where such failure continues for a period of fifteen (15) days after written notice thereof from Landlord to Tenant; provided that, if the nature of Tenant’s default is such that it reasonably requires more than
    fifteen (15) days to cure, Tenant shall not be deemed to be in Default if Tenant commences such cure within such fifteen (15) day period and thereafter diligently prosecutes the same to completion; provided that such cure is completed no later
    than forty-five (45) days after Tenant’s receipt of written notice from Landlord;

   

  (d)       Tenant makes an assignment for the benefit of creditors;

   

  (e)       A receiver, trustee or custodian is appointed to or does take title, possession or control of all or substantially all of Tenant’s
    assets;

   

  (f)       Tenant files a voluntary petition under the United States Bankruptcy Code or any successor statute (as the same may be amended from time
    to time, the “Bankruptcy Code”) or an order for relief is entered against Tenant pursuant to a voluntary or involuntary proceeding commenced under any chapter of the Bankruptcy Code;

   

  (g)       Any involuntary petition is filed against Tenant under any chapter of the Bankruptcy Code and is not dismissed within one hundred twenty
    (120) days;

   

  (h)       Tenant fails to deliver an estoppel certificate within three (3) business days following a second request in accordance with Article
      20; 

   

  (i)        Tenant’s interest in this Lease is attached, executed upon or otherwise judicially seized and such action is not released within one
    hundred twenty (120) days of the action; or

   

  
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  (j)        Tenant effects a Transfer that is not in compliance with the provisions of Article 29.

   

  Notices given under this Section shall (i) specify the alleged default, (ii) demand that Tenant performs the provisions of this Lease, pays the Rent that is in
    arrears, or otherwise cure such default, as the case may be, within the applicable period of time, or quit the Premises, (iii) be in lieu of, and not in addition to, or shall be deemed to be, any notice required under any provision of Applicable Law,
    including, without limitation, under California Code of Civil Procedure Section 1161 or any similar or successor law, and (iv) not be deemed a forfeiture or a termination of this Lease unless Landlord elects otherwise in such notice.

   

  31.5    In the event of a Default by Tenant, and at any time thereafter, with or without notice or demand and without limiting Landlord in the
    exercise of any right or remedy that Landlord may have, Landlord has the right to do any or all of the following:

   

  (a)       Halt any Tenant Improvements and Alterations and order Tenant’s contractors, subcontractors, consultants, designers and material
    suppliers to stop work;

   

  (b)       Terminate Tenant’s right to possession of the Premises by written notice to Tenant or by any lawful means, in which case Tenant shall
    immediately surrender possession of the Premises to Landlord. In such event, Landlord shall have the immediate right to re-enter and remove all persons and property, and such property may be removed and stored in a public warehouse or elsewhere at the
    cost and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of trespass or becoming liable for any loss or damage that may be occasioned thereby; and

   

  (c)        Terminate this Lease, in which event Tenant shall immediately surrender possession of the Premises to Landlord. In such event, Landlord
    shall have the immediate right to re-enter and remove all persons and property, and such property may be removed and stored in a public warehouse or elsewhere at the cost and for the account of Tenant, all without service of notice or resort to legal
    process and without being deemed guilty of trespass or becoming liable for any loss or damage that may be occasioned thereby. In the event that Landlord shall elect to so terminate this Lease, then Landlord shall be entitled to recover from Tenant all
    damages incurred by Landlord by reason of Tenant’s default, including:

   

  (i)          The sum of:

   

  A.       The worth at the time of award of any unpaid Rent that had accrued at the time of such termination; plus

   

  B.       The worth at the time of award of the amount by which the unpaid Rent that would have accrued during the period commencing with
    termination of the Lease and ending at the time of award exceeds that portion of the loss of Landlord’s rental income from the Premises that Tenant proves to Landlord’s reasonable satisfaction could have been reasonably avoided; plus

   

  
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  C.       The worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds that
    portion of the loss of Landlord’s rental income from the Premises that Tenant proves to Landlord’s reasonable satisfaction could have been reasonably avoided; plus

   

  D.       Any other amount necessary to compensate Landlord for all the detriment arising from Tenant’s failure to perform its obligations under
    this Lease or that in the ordinary course of things would be likely to result therefrom, including the cost of restoring the Premises to the condition required under the terms of this Lease, including any rent payments not otherwise chargeable to
    Tenant (e.g., during any “free” rent period or rent holiday); plus

   

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

   

  As used in Sections 31.5(c)(i)(A) and (B), “worth at the time of award” shall be computed by allowing interest at the Default Rate. As used in Section


      31.5(c)(i)(C), the “worth at the time of the award” shall be computed by taking the present value of such amount, using the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one (1) percentage point.

   

  31.6       In addition to any other remedies available to Landlord at law or in equity and under this Lease, Landlord shall have the remedy
    described in California Civil Code Section 1951.4 and may continue this Lease in effect after Tenant’s Default or abandonment and recover Rent as it becomes due, provided Tenant has the right to sublet or assign, subject only to reasonable
    limitations. In addition, Landlord shall not be liable in any way whatsoever for its failure or refusal to relet the Premises. For purposes of this Section, the following acts by Landlord will not constitute the termination of Tenant’s right to
    possession of the Premises:

   

  (a)       Acts of maintenance or preservation or efforts to relet the Premises, including alterations, remodeling, redecorating, repairs,
    replacements or painting as Landlord shall consider advisable for the purpose of reletting the Premises or any part thereof; or

   

  (b)       The appointment of a receiver upon the initiative of Landlord to protect Landlord’s interest under this Lease or in the Premises.

   

  Notwithstanding the foregoing, in the event of a Default by Tenant, Landlord may elect at any time to terminate this Lease and to recover damages to which Landlord is
    entitled.

   

  31.7       If Landlord does not elect to terminate this Lease as provided in Section 31.5, then Landlord may, from time to time, recover
    all Rent as it becomes due under this Lease. At any time thereafter, Landlord may elect to terminate this Lease and to recover damages to which Landlord is entitled.

   

  
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  31.8      In the event Landlord elects to terminate this Lease and relet the Premises, Landlord may execute any new lease in its own name. Tenant
    hereunder shall have no right or authority whatsoever to collect any Rent from such tenant. The proceeds of any such reletting shall be applied as follows:

   

  (a)       First, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord, including storage charges or brokerage
    commissions owing from Tenant to Landlord as the result of such reletting;

   

  (b)       Second, to the payment of the costs and expenses of reletting the Premises, including (i) alterations and repairs that Landlord deems
    reasonably necessary and advisable and (ii) reasonable attorneys’ fees, charges and disbursements incurred by Landlord in connection with the retaking of the Premises and such reletting;

   

  (c)       Third, to the payment of Rent and other charges due and unpaid hereunder; and

   

  (d)       Fourth, to the payment of future Rent and other damages payable by Tenant under this Lease.

   

  31.9       All of Landlord’s rights, options and remedies hereunder shall be construed and held to be nonexclusive and cumulative. Landlord shall
    have the right to pursue any one or all of such remedies, or any other remedy or relief that may be provided by Applicable Laws, whether or not stated in this Lease. No waiver of any default of Tenant hereunder shall be implied from any acceptance by
    Landlord of any Rent or other payments due hereunder or any omission by Landlord to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect defaults other than as specified in such waiver.
    Notwithstanding any provision of this Lease to the contrary, in no event shall Landlord be required to mitigate its damages with respect to any default by Tenant, except as required by Applicable Laws. Any such obligation imposed by Applicable Laws
    upon Landlord to relet the Premises after any termination of this Lease shall be subject to the reasonable requirements of Landlord to (a) lease to high quality tenants on such terms as Landlord may from time to time deem appropriate in its discretion
    and (b) develop the Project in a harmonious manner with a mix of uses, tenants, floor areas, terms of tenancies, etc., as determined by Landlord. Landlord shall not be obligated to relet the Premises to (y) any Tenant’s Affiliate or (z) any party (i)
    unacceptable to a Lender, (ii) that requires Landlord to make improvements to or re-demise the Premises, (iii) that desires to change the Permitted Use, (iv) that desires to lease the Premises for more or less than the remaining Term or (v) to whom
    Landlord or an affiliate of Landlord may desire to lease other available space in the Project or at another property owned by Landlord or an affiliate of Landlord.

   

  31.10       Landlord’s termination of (a) this Lease or (b) Tenant’s right to possession of the Premises shall not relieve Tenant of any liability
    to Landlord that has previously accrued or that shall arise based upon events that occurred prior to the later to occur of (y) the date of Lease termination and (z) the date Tenant surrenders possession of the Premises.

   

  31.11     To the extent permitted by Applicable Laws, Tenant waives any and all rights of redemption granted by or under any present or future
    Applicable Laws if Tenant is evicted or dispossessed for any cause, or if Landlord obtains possession of the Premises due to Tenant’s default hereunder or otherwise.

   

  
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  31.12       Landlord shall not be in default or liable for damages under this Lease unless Landlord fails to perform obligations required of
    Landlord within a reasonable time, but in no event shall such failure continue for more than thirty (30) days after written notice from Tenant specifying the nature of Landlord’s failure; provided, however, that if the nature of Landlord’s
    obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.
    In no event shall Tenant have the right to terminate or cancel this Lease or to withhold or abate rent or to set off any Claims against Rent as a result of any default or breach by Landlord of any of its covenants, obligations, representations,
    warranties or promises hereunder, except as may otherwise be expressly set forth in this Lease.

   

  31.13       In the event of any default by Landlord, Tenant shall give notice by registered or certified mail to any (a) beneficiary of a deed of
    trust or (b) mortgagee under a mortgage covering the Premises, the Building or the Project and to any landlord of any lease of land upon or within which the Premises, the Building or the Project is located, and shall offer such beneficiary, mortgagee
    or landlord a reasonable opportunity to cure the default, including time to obtain possession of the Building or the Project by power of sale or a judicial action if such should prove necessary to effect a cure; provided that Landlord shall
    furnish to Tenant in writing, upon written request by Tenant, the names and addresses of all such persons who are to receive such notices.

   

  32.      Bankruptcy . In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with
    similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord
    shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenant’s obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by
    Landlord in its sole and absolute discretion:

   

  32.1       Those acts specified in the Bankruptcy Code or other Applicable Laws as included within the meaning of “adequate assurance,” even if
    this Lease does not concern a shopping center or other facility described in such Applicable Laws;

   

  32.2       A prompt cash payment to compensate Landlord for any monetary defaults or actual damages arising directly from a breach of this Lease;

   

  32.3       A cash deposit in an amount at least equal to the then-current amount of the Security Deposit; or

   

  32.4       The assumption or assignment of all of Tenant’s interest and obligations under this Lease.

   

  33.         Brokers.

   

  33.1       Tenant represents and warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of
    this Lease other than Hughes Marino (“Tenant’s Broker”), and that it knows of no other real estate broker or agent that is or might be entitled to a commission in connection with this Lease. Landlord shall compensate Tenant’s Broker in
    relation to this Lease pursuant to a separate written agreement between Landlord and Tenant’s Broker. Landlord represents and warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease
    other than Jones Lang LaSalle (“Landlord’s Broker”), and that it knows of no real estate broker or agent, other than Tenant’s Broker and Landlord’s Broker, that is or might be entitled to a commission in connection with this Lease.

   

  
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  33.2    Tenant represents and warrants that no broker or agent has made any representation or warranty relied upon by Tenant in Tenant’s decision
    to enter into this Lease, other than as contained in this Lease.

   

  33.3    Tenant acknowledges and agrees that the employment of brokers by Landlord is for the purpose of solicitation of offers of leases from
    prospective tenants and that no authority is granted to any broker to furnish any representation (written or oral) or warranty from Landlord unless expressly contained within this Lease. Landlord is executing this Lease in reliance upon Tenant’s
    representations, warranties and agreements contained within Sections 33.1 and 33.2.

   

  33.4    Tenant agrees to Indemnify the Landlord Indemnitees from any and all cost or liability for compensation claimed by any broker or agent,
    other than Tenant’s Broker or Landlord’s Broker, employed or engaged by Tenant or claiming to have been employed or engaged by Tenant. Landlord agrees to indemnify Tenant from any and all cost or liability for compensation claimed by any broker or
    agent employed or engaged by Landlord or claiming to have been employed or engaged by Landlord.

   

  34.      Definition of Landlord. With regard to obligations imposed upon Landlord pursuant to this Lease, the term “Landlord,”


    as used in this Lease, shall refer only to Landlord or Landlord’s then-current successor-in-interest. In the event of any transfer, assignment or conveyance of Landlord’s interest in this Lease or in Landlord’s fee title to or leasehold interest in the
    Property, as applicable, Landlord herein named (and in case of any subsequent transfers or conveyances, the subsequent Landlord) shall be automatically freed and relieved, from and after the date of such transfer, assignment or conveyance, from all
    liability for the performance of any covenants or obligations contained in this Lease thereafter to be performed by Landlord and, without further agreement, the transferee, assignee or conveyee of Landlord’s in this Lease or in Landlord’s fee title to
    or leasehold interest in the Property, as applicable, shall be deemed to have assumed and agreed to observe and perform any and all covenants and obligations of Landlord hereunder during the tenure of its interest in the Lease or the Property. Landlord
    or any subsequent Landlord may transfer its interest in the Premises or this Lease without Tenant’s consent.

   

  35.         Limitation of Landlord’s Liability.

   

  35.1    If Landlord is in default under this Lease and, as a consequence, Tenant recovers a monetary judgment against Landlord, the judgment shall
    be satisfied only out of (a) the proceeds of sale received on execution of the judgment and levy against the right, title and interest of Landlord in the Building and the Project, (b) rent or other income from such real property receivable by Landlord
    or (c) the consideration received by Landlord from the sale, financing, refinancing or other disposition of all or any part of Landlord’s right, title or interest in the Building or the Project.

   

  
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  35.2       Neither Landlord nor any of its affiliates, nor any of their respective partners, shareholders, directors, officers, employees, members
    or agents shall be personally liable for Landlord’s obligations or any deficiency under this Lease, and service of process shall not be made against any shareholder, director, officer, employee or agent of Landlord or any of Landlord’s affiliates. No
    partner, shareholder, director, officer, employee, member or agent of Landlord or any of its affiliates shall be sued or named as a party in any suit or action, and service of process shall not be made against any partner or member of Landlord except
    as may be necessary to secure jurisdiction of the partnership, joint venture or limited liability company, as applicable. No partner, shareholder, director, officer, employee, member or agent of Landlord or any of its affiliates shall be required to
    answer or otherwise plead to any service of process, and no judgment shall be taken or writ of execution levied against any partner, shareholder, director, officer, employee, member or agent of Landlord or any of its affiliates.

   

  35.3       Each of the covenants and agreements of this Article shall be applicable to any covenant or agreement either expressly contained in
    this Lease or imposed by Applicable Laws and shall survive the expiration or earlier termination of this Lease.

   

  36.         Intentionally Omitted.

   

  37.        Representations. Tenant guarantees, warrants and represents that (a) Tenant is duly incorporated or
    otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Tenant has and is duly qualified to do business in the state in which the Property is located, (c) Tenant has full
    corporate, partnership, trust, association or other appropriate power and authority to enter into this Lease and to perform all Tenant’s obligations hereunder, (d) each person (and all of the persons if more than one signs) signing this Lease on behalf
    of Tenant is duly and validly authorized to do so and (e) neither (i) the execution, delivery or performance of this Lease nor (ii) the consummation of the transactions contemplated hereby will violate or conflict with any provision of documents or
    instruments under which Tenant is constituted or to which Tenant is a party. In addition, Tenant guarantees, warrants and represents that none of (x) it, (y) its affiliates or partners nor (z) to the best of its knowledge, its members, shareholders or
    other equity owners or any of their respective employees, officers, directors, representatives or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset
    Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and
    Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other similar governmental action.

   

  38.         Confidentiality. Tenant shall keep the terms and conditions of this Lease and any information provided to
    Tenant or its employees, agents or contractors pursuant to Article 9 confidential and shall not (a) disclose to any third party any terms or conditions of this Lease or any other Lease-related document (including subleases, assignments, work
    letters, construction contracts, letters of credit, subordination agreements, non-disturbance agreements, brokerage agreements or estoppels) or the contents of any documents, reports, surveys or evaluations related to the Project or any portion thereof
    or (b) provide to any third party an original or copy of this Lease (or any Lease-related document or other document referenced in Subsection 38(a)). Landlord shall not release to any third party any non-public financial information or
    non-public information about Tenant’s ownership structure that Tenant gives Landlord. Notwithstanding the foregoing, confidential information under this Section may be released by Landlord or Tenant under the following circumstances: (x) if required by
    Applicable Laws or in any judicial proceeding; provided that the releasing party has given the other party reasonable notice of such requirement, if feasible, (y) to a party’s attorneys, accountants, brokers, lenders, potential lenders,
    investors, potential investors and other bona fide consultants or advisers (with respect to this Lease only); provided such third parties agree to be bound by this Section or (z) to bona fide prospective assignees or subtenants of this Lease; provided
    they agree in writing to be bound by this Section.

   

  
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  39.         Notices . Except as otherwise stated in this Lease, any notice, consent, demand, invoice, statement or
    other communication required or permitted to be given hereunder shall be in writing and shall be given by (a) personal delivery or (b) overnight delivery with a reputable international overnight delivery service, such as FedEx. Any such notice,
    consent, demand, invoice, statement or other communication shall be deemed delivered (y) upon receipt, if given in accordance with Subsection 39(a); or (z) on the day that is the earlier of (i) actual delivery and (ii) attempted delivery, in
    either case, as evidenced by the records of the overnight delivery service, if given in accordance with Subsection 39(b). Except as otherwise stated in this Lease, any notice, consent, demand, invoice, statement or other communication required
    or permitted to be given pursuant to this Lease shall be addressed to Tenant or to Landlord at the addresses shown in Sections 2.9 and 2.10 or 2.11, respectively. Either party may, by notice to the other given pursuant to this
    Section, specify additional or different addresses for notice purposes.

   

  40.         Miscellaneous.

   

  40.1     Landlord reserves the right to change the name of the Building or the Project in its sole discretion.

   

  40.2    To induce Landlord to enter into this Lease, Tenant agrees that it shall furnish to Landlord, from time to time (but no more than two (2)
    times per calendar year (unless Tenant is in default of this Lease, in which event no such limitation shall apply); provided that, such two (2)-time limitation is in addition to the annual financial statements required without any request described in
    the immediately succeeding sentence), within ten (10) business days after receipt of Landlord’s written request, the most recent year-end unconsolidated financial statements reflecting Tenant’s current financial condition audited by a nationally
    recognized accounting firm. Tenant shall, within one hundred twenty (120) days after the end of Tenant’s financial year, furnish Landlord with a certified copy of Tenant’s year-end unconsolidated financial statements for the previous year audited by a
    nationally recognized accounting firm. Tenant represents and warrants that all financial statements, records and information furnished by Tenant to Landlord in connection with this Lease are true, correct and complete in all respects. If audited
    financials are not otherwise prepared, unaudited financials complying with generally accepted accounting principles and certified by the chief financial officer of Tenant as true, correct and complete in all respects shall suffice for purposes of this
    Section. If Tenant fails to deliver to Landlord any financial statement within the time period required under this Section, then Tenant shall be required to pay to Landlord an administrative fee equal to Five Hundred Dollars ($500) within five (5)
    business days after receiving written notice from Landlord advising Tenant of such failure (provided, however, that Landlord’s acceptance of such fee shall not prevent Landlord from pursuing any other rights or remedies under this Lease, at law
    or in equity). The provisions of this Section shall not apply at any time while Tenant is a corporation whose shares are traded on any nationally recognized stock exchange.

   

  
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  40.3    Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for a lease, and shall
    not be effective as a lease or otherwise until execution by and delivery to both Landlord and Tenant.

   

  40.4    The terms of this Lease are intended by the parties as a final, complete and exclusive expression of their agreement with respect to the
    terms that are included herein, and may not be contradicted or supplemented by evidence of any other prior or contemporaneous agreement.

   

  40.5    Neither party shall record this Lease.

   

  40.6    Where applicable in this Lease, the singular includes the plural and the masculine or neuter includes the masculine, feminine and neuter.
    The words “include,” “includes,” “included” and “including” mean “‘include,’ etc., without limitation.” The word “shall” is mandatory and the word “may” is permissive. The word “business day” means a calendar day other than any national or local
    holiday on which federal government agencies in San Diego County, California are closed for business, or any weekend. The section headings of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of
    any part of this Lease. Landlord and Tenant have each participated in the drafting and negotiation of this Lease, and the language in all parts of this Lease shall be in all cases construed as a whole according to its fair meaning and not strictly for
    or against either Landlord or Tenant.

   

  40.7    Except as otherwise expressly set forth in this Lease, each party shall pay its own costs and expenses incurred in connection with this
    Lease and such party’s performance under this Lease; provided that, if either party commences an action, proceeding, demand, claim, action, cause of action or suit against the other party arising from or in connection with this Lease, then the
    substantially prevailing party shall be reimbursed by the other party for all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by the substantially prevailing party in such action, proceeding, demand, claim,
    action, cause of action or suit, and in any appeal in connection therewith (regardless of whether the applicable action, proceeding, demand, claim, action, cause of action, suit or appeal is voluntarily withdrawn or dismissed). In addition, Landlord
    shall, upon demand, be entitled to all reasonable attorneys’ fees and all other reasonable costs incurred in the preparation and service of any notice or demand hereunder, regardless of whether a legal action is subsequently commenced, or incurred in
    connection with any contested matter or other proceeding in bankruptcy court concerning this Lease.

   

  40.8    Time is of the essence with respect to the performance of every provision of this Lease.

   

  40.9    Each provision of this Lease performable by Tenant shall be deemed both a covenant and a condition.

   

  40.10  Notwithstanding anything to the contrary contained in this Lease, Tenant’s obligations under this Lease are independent and shall not be
    conditioned upon performance by Landlord.

   

  
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  40.11  Whenever consent or approval of either party is required, that party shall not unreasonably withhold, condition or delay such consent or
    approval, except as may be expressly set forth to the contrary.

   

  40.12  Any provision of this Lease that shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other
    provision hereof, and all other provisions of this Lease shall remain in full force and effect and shall be interpreted as if the invalid, void or illegal provision did not exist.

   

  40.13  Each of the covenants, conditions and agreements herein contained shall inure to the benefit of and shall apply to and be binding upon the
    parties hereto and their respective heirs; legatees; devisees; executors; administrators; and permitted successors and assigns. This Lease is for the sole benefit of the parties and their respective heirs, legatees, devisees, executors, administrators
    and permitted successors and assigns, and nothing in this Lease shall give or be construed to give any other person or entity any legal or equitable rights. Nothing in this Section shall in any way alter the provisions of this Lease restricting
    assignment or subletting.

   

  40.14  This Lease shall be governed by, construed and enforced in accordance with the laws of the state in which the Premises are located, without
    regard to such state’s conflict of law principles.

   

  40.15  Tenant guarantees, warrants and represents that the individual or individuals signing this Lease have the power, authority and legal
    capacity to sign this Lease on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint venturers or other organizations and entities on whose behalf such individual or individuals have signed.

   

  40.16  This Lease may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same document.

   

  40.17  No provision of this Lease may be modified, amended or supplemented except by an agreement in writing signed by Landlord and Tenant.

   

  40.18  No waiver of any term, covenant or condition of this Lease shall be binding upon Landlord unless executed in writing by Landlord. The
    waiver by Landlord of any breach or default of any term, covenant or condition contained in this Lease shall not be deemed to be a waiver of any preceding or subsequent breach or default of such term, covenant or condition or any other term, covenant
    or condition of this Lease.

   

  40.19  To the extent permitted by Applicable Laws, the parties waive trial by jury in any action, proceeding or counterclaim brought by the other
    party hereto related to matters arising from or in any way connected with this Lease; the relationship between Landlord and Tenant; Tenant’s use or occupancy of the Premises; or any claim of injury or damage related to this Lease or the Premises.

   

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  IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first above written.

   

  	
          LANDLORD:

        	
           

        
	
           

        	
           

        	
           

        
	
          BMR-MODA SORRENTO LP,

        
	
          a Delaware limited partnership

        
	
           

        	
           

        	
           

        
	
           

        	
           

        	
           

        
	
          By:

        	
          /s/ Marie Lewis

          

        	
           

        
	
          Name:

        	
          Marie Lewis

          

        	
           

        
	
          Title:

        	
          Vice President, Legal

          

        	
           

        
	
           

        	
           

        	
           

        
	
           

        	
           

        	
           

        
	
          TENANT:

        	
           

        
	
           

        	
           

        	
           

        
	
          CUE HEALTH INC.,

        	
           

        
	
          a Delaware corporation

        
	
           

        	
           

        	
           

        
	
           

        	
           

        	
           

        
	
          By:

        	
          /s/ Ayub Khattak

          

        	
           

        
	
          Name:

        	
          Ayub Khattak

          

        	
           

        
	
          Title:

        	
          Chief Executive Officer