Lease Agreement



 Exhibit 10.7 
  
 FOURTH AND BATTERY OFFICE LEASE 
  
 THIS LEASE, made the 5th day of July 2000, by and between SELIG REAL ESTATE HOLDINGS EIGHT, a Washington general
partnership, whose address is 1000 Second Avenue, Suite 1800, Seattle, Washington, 98104-1046, hereinafter referred to as “Lessor” and VERTIS NEUROSCIENCE INC., a Washington corporation, hereinafter referred to as “Lessee”.

  
 1. DESCRIPTION. Lessor in consideration of the
agreements contained in this lease, does hereby lease to Lessee, upon the terms and conditions hereinafter set forth, that certain space consisting of the agreed upon square footage of 51,701 (hereinafter referred to as “Premises”) being
the entire 2nd, 3rd and 5th floors of the Fourth & Battery Building, 2401 Fourth Avenue, City of Seattle, State of Washington 98121, the legal description of which is: 
  
 Lots 3, 4, 5, 6, 7 and 8, Block 35, Bell and Denny’s Second 
 Addition to City of Seattle. 
  
 Suite 500 
  
 The exact area is subject to verification by Lessee’s architect within thirty (30) days following Lessee’s occupancy of the Premises. 
  
 2. TERM. The term of this lease shall be for a period of 36 months, commencing the date of occupancy or 30 days after Lessor
delivers the space to Lessee, whichever occurs first (hereinafter referred to as “Lease Commencement”), which is estimated to be approximately the 1st day of September, 2002, and ending 36 months thereafter. Lessee shall not be obligated
to accept such Premises prior to July 1, 2002. 
  
 In the event
the Premises are not ready for occupancy on the date set forth above, whether occasioned by Lessor or Lessee, the lease term shall be extended in such a manner as to reflect the delay occasioned by the failure of the Premises to be ready for
occupancy. In no event shall Lessor or Lessee be liable for any further damages. 
  
 3. RENT. Lessee covenants and agrees to pay Lessor rent each month in advance on the first day of each calendar month. Rent shall be computed at the annual base rental rate of $32.00 per square foot. Rent for
any fractional calendar month, at the beginning or end of the term, shall be the pro rated portion of the rent computed on an annual basis. 
  
 4. CONSIDERATION. As consideration for the execution of this lease, Lessee shall pay to Lessor the sum of $137,869.33 at such time Lessor tenders
the Premises to Lessee. In the event Lessee fully complies with all the terms and conditions of this lease, but not otherwise, an amount equal to such sum shall be credited to the last one month’s rental on the term of this lease. 

 
 5. USES. Lessee agrees that Lessee will use and occupy said
premises for general office, which shall include limited light assembly and manufacturing, research and development, distribution, sales and for any other permitted use and for no other purposes. 
  

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 6. RULES AND REGULATIONS. Lessee and their agents, employees, servants or those claiming under
Lessee will at all times observe, perform and abide by all of the Rules and Regulations printed on this instrument, or which may be hereafter promulgated by Lessor, all of which it is covenanted and agreed by the parties hereto shall be and are
hereby made a part of this lease provided such rules and regulations hereinafter promulgated shall not materially affect Lessee’s obligations or rights hereunder. 
  
 7. CARE AND SURRENDER OF PREMISES. Lessee shall take good care of the Premises and shall promptly make all necessary
repairs except those required herein to be made by Lessor. At the expiration or sooner termination of this lease, Lessee, without notice, will immediately and peacefully quit and surrender the Premises in good order, condition and repair (damage by
reasonable wear, the elements, or fire excepted). Lessee shall be responsible for removal of all personal property from the Premises, (excepting fixtures being that which is attached to the Premises, and property of the Lessor) including, but not
limited to, the removal of Lessee’s communication cabling, telephone equipment and signage. Lessee shall be responsible for repairing any damage to the Premises caused by such removal. If Lessee fails to remove and restore the Premises at lease
expiration, then Lessor shall have the right to remove said property and restore the Premises and Lessee shall be responsible for all costs associated therewith. Lessee shall also be responsible for those costs incurred by Lessor for removing debris
Lessee may discard in the process of preparing to vacate the Premises and for a final cleaning of the Premises, including, but not limited to, the cleaning, or replacement of carpets if damage is not caused by reasonable wear, and removal and
disposal of Lessee’s personal property remaining in the Premises. 
  
 8. ALTERATIONS. Lessee shall not make any alterations or improvements in, or additions to said Premises without first obtaining the written consent of Lessor, whose consent shall not be unreasonably withheld, delayed or conditioned.
All such alterations, additions and improvements shall be at the sole cost and expense of Lessee and shall become the property of Lessor and shall remain in and be surrendered with the Premises as a part thereof at the termination of this lease,
without disturbance, molestation or injury. 
  
 9.
RESTRICTIONS. Lessee will not use or permit to be used in said Premises anything that will increase the rate of insurance on said building or any part thereof, nor anything that may be dangerous to life or limb; nor in any manner deface or
injure said building or any part thereof; nor overload any floor or part thereof; nor permit any objectionable noise or odor to escape or to be emitted from said Premises, or do anything or permit anything to be done upon said Premises in any way
tending to create a nuisance or to disturb any other tenant or occupant of any part of said building. Lessee, at Lessee’s expense, will comply with all health, fire and police regulations respecting said Premises. The Premises shall not be used
for lodging or sleeping, and no animals or birds will be allowed in the building. 
  
 10. WEIGHT RESTRICTIONS. Safes, furniture or bulky articles may be moved in or out of said Premises only at such hours and in such manner as will least inconvenience other tenants, which hours and manner shall
be at the discretion of Lessor. No safe or other article of over 2,000 pounds shall be moved into said Premises without the consent of Lessor, whose consent shall not be unreasonably withheld, and Lessor shall have the right to locate the position
of any article of weight in said Premises if Lessor so desires. 
  

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 11. SIGN RESTRICTION. No sign, picture, advertisement or notice shall be displayed, inscribed,
painted or affixed to any of the glass or woodwork of the building without the prior approval of Lessor. 
  
 12. LOCKS. No additional locks shall be placed upon any doors of the Premises. Keys will be furnished to each door lock. At the termination of the
lease, Lessee shall surrender all keys to the Premises whether paid for or not. 
  
 13. KEY. Lessor, his janitor, engineer or other agents may retain a pass key to said Premises to enable him to examine the Premises from time to time with reference to any emergency or to the general
maintenance of said Premises. Except in an emergency or for janitorial services, Lessee reserves the right to escort Lessor, its employees, agents or other representatives through the Premises and/or restrict access to certain areas containing
proprietary information for the purposes herein set forth. 
  
 14.
TELEPHONE SERVICE. If Lessee desires telephonic or any other electric connection, Lessor will direct the electricians as to where and how the wires are to be introduced, and without such directions no boring or cutting for wires in
installation thereof will be permitted. 
  
 15. SERVICES.
Lessor shall maintain Premises and the public and common areas of building, such as lobbies, stairs, corridor and restrooms, in reasonably good order and condition to the standard of first class office buildings in the Denny Regrade area, except for
damage occasioned by the act of Lessee. 
  
 Lessee shall have access to and use of the Premises 24 hours per day, 7 days per week. 
  
 Lessor shall furnish Premises with electricity for lighting and operation of low power usage office machines, heat, normal office air-conditioning, and
elevator services 24 hours per day, 7 days per week. Ordinary business hours of the building are 7:00 a.m. to 6:00 p.m. Monday through Friday and 8:00 a.m. to 12:00 noon on Saturday or as the parties shall mutually agree. Air-conditioning units and
electricity therefore for special air-conditioning requirements, including after hours HVAC and computer centers, shall be at Lessee’s expense. In the event, Lessee operates a manufacturing or other operation, including office functions, which
requires more than one shift, Lessee shall pay for after-hours usage. However, the foregoing condition shall not apply to instances where employees periodically work extended or irregular hours. Lessor shall also provide lighting replacement for
Lessor furnished lighting, toilet room supplies, window washing with reasonable frequency, and janitor service and security customary for first class buildings in the Denny Regrade. If Lessee uses water, electricity, heat or air-conditioning in
excess of that required pursuant to this Section, Lessee shall pay to Lessor, upon billing, the reasonable cost of such excess consumption. If Lessee desires to use HVAC during non-building hours, Lessor shall supply such utilities to Lessee at a
standard hourly cost (currently $1.00 per hour per heat pump zone) as Lessor shall from time to time establish for the building. 
  
 Lessor shall not be liable to Lessee for any loss or damage caused by or resulting from any variation, interruption or any failure of said services due to
any cause whatsoever. No temporary interruption or failure of such services incident to the making of repairs, alterations, or 

  

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improvements, or due to accident or strike or conditions or events not under Lessor’s control shall be deemed as an eviction of Lessee or relieve Lessee
from any of Lessee’s obligations hereunder. Notwithstanding the foregoing, in the event such services are interrupted to Lessee to the extent that the Premises are deemed untenantable and such interruption shall continue for a period of more
than three (3) consecutive days, rent due hereunder shall be abated for the portion of the Premises deemed untenantable until such services are restored to the Premises. Lessee shall not be entitled to any additional damages. 
  
 In the event of any lack of attention on the part of Lessor and any
dissatisfaction with the service of the building, or any unreasonable annoyance of any kind, Lessee is requested to make complaints at Lessor’s building office and not to Lessor’s employees or agents seen within the building. Lessee is
further requested to remember that Lessor is as anxious as Lessee that a high grade service be maintained, and that the Premises be kept in a state to enable Lessee to transact business with the greatest possible ease and comfort. The rules and
regulations are not made to unnecessarily restrict Lessee, but to enable Lessor to operate the building to the best advantage of both parties hereto. To this end Lessor shall have the right to waive from time to time such part or parts of these
rules and regulations as in his judgment may not be necessary for the proper maintenance or operation of the building or consistent with good service, and may from time to time make such further reasonable rules and regulations as in his judgment
may be needed for the safety, care and cleanliness of the Premises and the building and for the preservation of order therein. 
  
 16. SOLICITORS. Lessor will make an effort to keep solicitors out of the building, and Lessee will not oppose Lessor in his attempt to accomplish
this end. 
  
 17. FLOOR PLAN. The floor plan and
specifications for Lessee’s occupancy shall be attached hereto and marked Exhibit “A” which shall be approved by both Lessor and Lessee, both of whose approval shall not be unreasonably withheld. 
  
 18. ASSIGNMENT. Lessee will not assign this lease, or any interest
hereunder, and this lease, or any interest hereunder, shall not be assigned by operation of law. Lessee will not sublet said Premises or any part thereof and will not permit the use of said Premises by others other than Lessee and the agents of
Lessee without first obtaining the written consent of Lessor, whose consent shall not be unreasonably withheld, delayed or conditioned. In the event such written consent shall be given, no other or subsequent assignment or subletting shall be made
without the previous written consent of Lessor, whose consent shall not be unreasonably withheld. In the event Lessee desires to assign or sublet said Premises or any part thereof, Lessor shall have the first right, but not the obligation to
re-lease the Premises. Notwithstanding anything contained herein to the contrary, any assignment or sublet to an entity which controls, is controlled by, or is under common control with Lessee, or which is the result of a merger or consolidation
with Lessee, or which acquires all or substantially all of Lessee’s assets, or by any change of ownership resulting from any public offering shall not be governed by the terms and conditions of this Section 18, provided that Lessee shall notify
Lessor of such transfer in writing and deliver to Lessor any documents or information reasonably required by Lessor regarding such transfer and no such transfer shall relieve Lessee from liability under this lease. 
  

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 19. OPERATING SERVICES AND REAL ESTATE TAXES. The annual base rental rate per rentable square foot
in Paragraph 3 includes Lessee’s proportionate share of Operating Services and Real Estate Taxes for the first twelve months of the lease term, “Base Year Costs”. Only actual increases from these Base Year Costs, if any, will be
passed on to Lessee on a proportionate basis. 
  
 DEFINITIONS

  
 Base Year 
  
 For computing the Base Year Costs, the base year shall be the calendar year stated herein or
if a specific calendar year is not stated herein then the base year shall be the calendar year in which the lease term commences. The base year shall be the calendar year 2002. 
  
 Comparison Year 
  
 The Comparison Year(s) shall be the calendar year(s) subsequent to the base year. 
  
 Operating Services 
  
 “Operating Services” include, but are not limited to, the charges incurred by
Lessor for: building operation salaries, benefits, management fee (currently 5%) of gross income for the building, insurance, electricity, janitorial, supplies, telephone, HVAC, repair and maintenance, window washing, water and sewer, security,
landscaping, disposal, elevator, and any other service or supplies reasonably necessary to the use and operation of the premises. Operating Services shall also include the amortization cost of capital investment items and of the installation
thereof, which are primarily for the purpose of safety, saving energy or reducing operating costs, or which may be required by governmental authority, (all such costs shall be amortized over the reasonable life of the capital investment item, with
the reasonable life and amortization schedule being determined in accordance with generally accepted accounting principles). Notwithstanding anything to the contrary contained herein, Operating Services shall not include any of the following:

  
 (i) real estate taxes; 
  
 (ii) legal fees, auditing fees, brokerage commissions, advertising costs, or
other related expenses incurred by Lessor in an effort to generate rental income; 
  
 (iii) repairs, alterations, additions, improvements, or replacements made to rectify or correct any defect in the original design, materials or workmanship of the building or common areas (but not including repairs,
alterations, additions, improvements or replacements made as a result of ordinary wear and tear); 
  
 (iv) damage and repairs attributable to fire or other casualty; 
  

(v) damage and repairs necessitated by the negligence or willful misconduct of Lessor, Lessor’s employees, contractors or agents; 
  

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 (vi) executive salaries beyond that of the building manager to the extent that such services are not in
connection with the management, operation, repair or maintenance of the building; 
  
 (vii) Lessor’s general overhead expenses not related to the building; 
  
 (viii) legal fees, accountant’s fees and other expenses incurred in connection with disputes with tenants or other occupants of the building or
associated with the enforcement of the terms of any leases with tenants or the defense of Lessor’s title to or interest in the building or any part thereof unless the outcome is to the financial benefit of all tenants; 
  
 (ix) costs (including permit, license and inspection fees) incurred in
renovating or otherwise improving, decorating, painting or altering (1) vacant space (excluding common areas) in the building or (2) space for tenants or other occupants in the building and costs incurred in supplying any item or service
to less than all of the tenants in the building; 
  
 (x) costs
incurred due to a violation by Lessor or any other tenant of the building of the terms and conditions of a lease; 
  
 (xi) cost of any specific service provided to Lessee or other occupants of the building for which Lessor is reimbursed (but not including Operating
Services and Real Estate Tax increases above Base Year Costs to the extent reimbursed Lessor) or any other expense for which Lessor is or will be reimbursed by another source (i.e., expenses covered by insurance or warranties); 
  
 (xii) costs and expenses which would be capitalized under generally accepted
accounting principles, with the exception of the capital investment items specified hereinabove; 
  
 (xiii) building management fees in excess of the management fees specified hereinabove; 
  
 (xiv) cost incurred with owning and/or operating the parking lot(s) serving the building by independent parking operator(s).

  
 (xv) fees paid to Lessor or any affiliate of Lessor for goods
or services in excess of the fees that would typically be charged by unrelated, independent persons or entities for similar goods and services; 
  
 (xvi) rent called for under any ground lease or master lease; 
  
 (xvii) principal and/or interest payments called for under any debt secured by a mortgage or deed of trust on the building; and 
  
 Operating Services shall be adjusted for the Base Year and all Comparison Year(s) to reflect
the greater of actual occupancy or 95% occupancy. 
  

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 Real Estate Taxes 
  
 Real Estate Taxes shall be the taxes paid by Lessor in the base year and each respective Comparison Year. Real Estate Taxes shall be a
separate category and shall be treated as such. 
  
 Proportionate Basis 
  
 Lessee’s share of Base Year and
Comparison Year(s) Costs shall be a fraction, the numerator of which shall be the number of rentable square feet contained in the leased Premises (see Paragraph 1) and the denominator of which shall be the number of rentable square feet in the
building in which the leased Premises are located (196,342/RSF). 
  
 Computation of Adjustments to Base Year Costs 
  
 Any adjustment to Base Year Costs will commence to occur in Month 13 of the lease term with subsequent adjustments commencing every twelve months of the lease term or in Months 25, 37, 49, etc. as appropriate under the lease term. Lessee
shall be responsible for any increase between Lessee’s proportionate share of Base Year Costs and Lessee’s proportionate share of each respective Comparison Year(s) Costs. The increase shall be the increase to each expense individually.
These costs shall be initially calculated based on estimated (projected) costs with reconciliation to actual costs when annual audited numbers are completed. For the purpose of calculating projected increases to Base Year Costs, Lessor shall review
historical data to predict if any estimated increases would be anticipated in a Comparison Year(s). If they are, then commencing in Month 13 and/or every twelve month period thereafter, Lessor will assess a monthly charge to be paid together with
monthly base rent. Once actual cost data for Comparison Year(s) Real Estate Taxes and Operating Services for the entire building is formulated in accordance with generally accepted accounting principles and adjusted to the greater of actual
occupancy or 95% occupancy, then Lessee’s estimated pass-through costs shall be corrected with Lessee or Lessor, as appropriate, reimbursing the other for the difference between the estimated and actual costs, at that time in a lump sum
payment. 
  
 Lessee shall have the right, within ninety (90) days of receipt
of Lessor’s statement, to audit Lessor’s books and records to determine the accuracy of Lessor’s written statement. If, based in Lessee’s audit, the statement is determined to be inaccurate, Lessor shall credit Lessee for any
overpayments made by Lessee. 
  
 Upon termination of this lease, the amount of any
corrected amount between estimated and actual costs with respect to the final comparison year shall survive the termination of the lease and shall be paid to Lessee or Lessor as appropriate within thirty (30) days after final reconciliation.

  
 Computation of or adjustment to Operating Services and/or Real Estate Taxes
pursuant to this paragraph or to rent pursuant to Paragraph 3 shall be computed based on a three hundred sixty-five (365) day year. 
  
 Further, the cost of Operating Services are intended to reimburse Lessor for increases in Operating Services to the Building. Except for Real Estate Taxes, which shall be
computed separately as set forth above, Operating Services shall be evaluated and compared as a whole and 

  

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not by individual line item categories. Although costs in individual line items categories vary from year to year, Lessee is only obligated for its prorata
share of the total Comparison Year Costs to the extent they exceed the total Base Year Costs. Notwithstanding the foregoing, during the initial lease term, the Base Rent shall not be less than stated in Section 3. 
  
 For an example, see Exhibit B attached hereto. 

 
 20. ADDITIONAL TAXES OR ASSESSMENTS. Should there presently be in
effect or should there be enacted during the term of this Lease, any law, statute or ordinance levying any assessments or any tax upon the leased premises other than federal or state income taxes, Lessee shall reimburse Lessor for Lessee’s
proportionate share of said expenses at the same time as rental payments. 
  
 21. LATE PAYMENTS. Any payment, required to be made pursuant to this Lease, not made on the date the same is due shall bear interest at a rate equal to three percent (3%) above the prime rate of interest
charged from time to time by Bank of America, or its successor. 
  
 In addition to any interest charged herein, a late charge of three percent (3%) of the payment amount shall be incurred for payments received more than five (5) days late. 
  
 22. RISK. All personal property of any kind or description whatsoever
in the demised Premises shall be at Lessee’s sole risk. Lessor shall not be liable for any damage done to or loss of such personal property or damage or loss suffered by the business or occupation of the Lessee arising from any acts or neglect
of co-tenants or other occupants of the building, or of Lessor or the employees of Lessor, or of any other persons, or from bursting, overflowing or leaking of water, sewer or steam pipes, or from the heating or plumbing or sprinklering fixtures, or
from electric wires, or from gas, or odors, or caused in any other manner whatsoever except in the case of negligence on the part of Lessor. Lessee shall keep in force throughout the term of this lease such casualty, general liability and business
interruption insurance as a prudent tenant occupying and using the Premises would keep in force. 
  
 23. INDEMNIFICATION. Either party will defend, indemnify and hold harmless the other from any claim, liability or suit including attorney’s
fees on behalf of any person, persons, corporations and/or firm for any injuries or damages occurring in or about the said Premises or on or about the sidewalk, stairs, or thoroughfares adjacent thereto where said damages or injury was caused by the
negligence or intentional act of the other party, its agents, employees, servants, customers or clients. 
  
 24. WAIVER OF SUBROGATION. Lessee and Lessor do hereby release and relieve the other, and waive their entire claim of recovery for loss, damage,
injury, and all liability of every kind and nature which may arise out of, or be incident to, fire and extended coverage perils, in, on, or about the Premises herein described, whether due to negligence of either of said parties, their agents, or
employees, or otherwise. 
  
 25. SUBORDINATION. This lease
and all interest and estate of Lessee hereunder is subject to and is hereby subordinated to all present and future mortgages and deeds of trust affecting the Premises or the property of which said Premises are a part. Lessee agrees to execute at no
expense to the Lessor, any instrument which may be deemed necessary or desirable 

  

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by the Lessor to further effect the subordination of this lease to any such mortgage or deed of trust. In the event of a sale or assignment of Lessor’s
interest in the Premises, or in the event of any proceedings brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage or deed of trust made by Lessor covering the Premises, Lessee shall attorn to the
purchaser and recognize such purchaser as Lessor. Lessee agrees to execute, at no expense to Lessor, any estoppel certificate deemed necessary or desirable by Lessor to further effect the provisions of this paragraph. 
  
 Notwithstanding the foregoing, so long as Lessee is not in default under any
term or provision of this Lease, Lessee shall have the continued enjoyment of the Premises free from any disturbance or interruption by any mortgagee or beneficiary of a deed of trust or any purchaser at a foreclosure or private sale of the Property
as a result of Lessor’s default under such mortgage or deed of trust. 
  
 26. CASUALTY. In the event the leased Premises or the said building is destroyed or injured by fire, earthquake or other casualty to the extent that they are untenantable in whole or in part, then Lessor may,
at Lessor’s option, proceed with reasonable diligence to rebuild and restore the said Premises or such part thereof as may be injured as aforesaid, provided that within sixty (60) days after such destruction or injury Lessor will notify Lessee
of Lessor’s intention to do so, and during the period of such rebuilding and restoration the rent shall be abated on the portion of the Premises that is unfit for occupancy. During any period of abatement of rent due to casualty or destruction
of the Premises, Lessor shall use its best efforts to locate comparable space for Lessee at the fair market rate not to exceed Lessee’s rental rate hereunder. Lessor shall not be liable for any consequential damages by reason of inability,
after use of its best efforts, to locate alternative space comparable to the premises leased hereunder. 
  
 27. INSOLVENCY. If Lessee becomes insolvent, or makes an assignment for the benefit of creditors, or a receiver is appointed for the business or
property of Lessee, or a petition is filed in a court of competent jurisdiction to have Lessee adjudged bankrupt, then Lessor may at Lessor’s option terminate this lease. Said termination shall reserve unto Lessor all of the rights and remedies
available under Paragraph 28 (“Default”) hereof, and Lessor may accept rents from such assignee or receiver without waiving or forfeiting said right of termination. As an alternative to exercising his right to terminate this lease, Lessor
may require Lessee to provide adequate assurances, including the posting of a cash bond, of Lessee’s ability to perform its obligations under this lease. 
  

28. DEFAULT. If this lease is terminated in accordance with any of the terms herein (with the exception of Paragraph 27), or if Lessee vacates
or abandons the Premises (without payment of rent) or if Lessee shall fail at any time to keep or perform any of the covenants or conditions of this lease, i.e. specifically the covenant for the payment of monthly rent, then, and in any of such
events Lessor may with or without notice or demand, at Lessor’s option, and without being deemed guilty of trespass and/or without prejudicing any remedy or remedies which might otherwise be used by Lessor for arrearages or preceding breach of
covenant or condition of this lease, enter into and repossess said Premises and expel the Lessee and all those claiming under Lessee through any lawful means. In such event Lessor may eject and remove from said Premises all goods and effects
(forcibly if necessary). This lease if not otherwise terminated may immediately be declared by Lessor as terminated. The termination of this lease 

  

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pursuant to this Article shall not relieve Lessee of its obligations to make the payments required herein. In the event this lease is terminated pursuant to
this Article, or if Lessor enters the Premises without terminating this lease and Lessor relets all or a portion of the Premises, Lessee shall be liable to Lessor for all the costs of reletting, including necessary renovation and alteration of the
leased Premises. Lessee shall remain liable for all unpaid rental which has been earned plus late payment charges pursuant to Paragraph 21 and for the remainder of the term of this lease for any deficiency between the net amounts received following
reletting and the gross amounts due from Lessee, or if Lessor elects, Lessee shall be immediately liable for all rent and additional rent (Paragraph 19) that would be owing to the end of the term, less any rental loss Lessee proves could be
reasonably avoided, which amount shall be discounted by the discount rate of the Federal Reserve Bank, situated nearest to the Premises, plus one percent (1%). Waiver by the Lessor of any default, monetary or non-monetary, under this Lease shall not
be deemed a waiver of any future default under the Lease. Acceptance of rent by Lessor after a default shall not be deemed a waiver of any defaults (except the default pertaining to the particular payment accepted) and shall not act as a waiver of
the right of Lessor to terminate this Lease as a result of such defaults by an unlawful detainer action or otherwise. 
  
 29. BINDING EFFECT. The parties hereto further agree with each other that each of the provisions of this lease shall extend to and shall, as the
case may require, bind and inure to the benefit, not only of Lessor and Lessee, but also of their respective heirs, legal representatives, successors and assigns, subject, however, to the provisions of Paragraph 18 of this lease. 
  
 It is also understood and agreed that the terms “Lessor” and
“Lessee” and verbs and pronouns in the singular number are uniformly used throughout this lease regardless of gender, number or fact of incorporation of the parties hereto. The typewritten riders or supplemental provisions, if any,
attached or added hereto are made a part of this lease by reference. It is further mutually agreed that no waiver by Lessor of a breach by Lessee of any covenant or condition of this lease shall be construed to be a waiver of any subsequent breach
of the same or any other covenant or condition. 
  
 30. HOLDING
OVER. If Lessee holds possession of the Premises after term of this lease, Lessee shall be deemed to be a month-to-month tenant upon the same terms and conditions as contained herein, except rent which shall be revised to reflect the then
current market rate. During month-to-month tenancy, Lessee acknowledges Lessor will be attempting to relet the Premises. Lessee agrees to cooperate with Lessor and Lessee further acknowledges Lessor’s statutory right to terminate the lease with
proper notice. 
  
 31. ATTORNEY’S FEES. IF ANY LEGAL
ACTION IS COMMENCED TO ENFORCE ANY PROVISION OF THIS LEASE, THE PREVAILING PARTY SHALL BE ENTITLED TO AN AWARD OF REASONABLE ATTORNEY’S FEES AND DISBURSEMENTS. 
  
 32. NO REPRESENTATIONS. The Lessor has made no representations or promises except as contained herein or in some
future writings signed by Lessor. 
  

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 33. QUIET ENJOYMENT. So long as Lessee pays the rent and performs the covenants contained in this
lease, Lessee shall hold and enjoy the Premises peaceably and quietly, subject to the provisions of this lease. 
  
 34. RECORDATION. Lessee shall not record this lease without the prior written consent of Lessor. However, at the request of Lessor, both parties
shall execute a memorandum or “short form” of this lease for the purpose of recordation in a form customarily used for such purpose. Said memorandum or short form of this lease shall describe the parties, the Premises and the lease term,
and shall incorporate this lease by reference. 
  
 35. MUTUAL
PREPARATION OF LEASE. It is acknowledged and agreed that this lease was prepared mutually by both parties. In the event of ambiguity, it is agreed by both parties that it shall not be construed against either party as the drafter of this lease.

  
 36. GOVERNING LAW. This lease shall be governed by,
construed and enforced in accordance with the laws of the State of Washington. 
  
 37. TENANT IMPROVEMENT WORK. Subject to repairs required of Lessor under this Lease, the Premises are leased in an as is condition. Any alterations, modifications or tenant improvements shall be with
Lessor’s prior approval of drawings and Lessee’s contractor. 
  
 38. CONTRACTOR’S AGREEMENT. Prior to commencement of any tenant improvement work, Lessor will require unconditional lien releases from Lessee’s contractor and all subcontractors (Exhibit C). In addition, Lessor will require
Lessee or Lessee’s contractor to provide certificates of insurance, executed copies of indemnifications forms (Exhibit D) and Lessor’s construction policies (Exhibit E). 
  
 39. PARKING. Lessee shall initially be provided parking at the ratio of one (1) stall per 1,500 rentable square feet.
All parking shall be at market rate, and paid for by Lessee. Upon completion of Lessor’s Third and Battery Building this parking ratio shall be increased to one (1) stall per 1,000 rentable square feet. 
  
 40. REAL ESTATE COMMISSION. Lessor and Lessee hereby acknowledge that
Cushman & Wakefield of Washington, Inc. represented Lessee in this transaction. Lessor agrees to pay a real estate commission to Cushman & Wakefield equivalent to $3.50 per rentable square foot upon commencement of this lease. 
  
 41. COMMUNICATIONS SYSTEMS. Lessee shall have the right to install
satellite dishes and antennae on the rooftop of the Fourth and Battery Building. The placement of such equipment shall be with the approval and direction of Lessor or Lessor’s engineers. The installation and maintenance of such equipment shall
be at Lessee’s expense. Additionally, Lessee agrees to pay Lessor additional rent for each installation at the prevailing market rate. 
  
 42. OPTION TO RENEW. Provided that Lessee is not in default under any terms and conditions of this lease, Lessor grants to Lessee the option to
renew this lease for two successive five (5) year periods, each of which option period shall commence upon the expiration of the immediately preceding lease term and shall be available to Lessee upon written notice to Lessor delivered no later than
nine (9) months prior to the expiration of the then current lease term. 
  

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 The lease shall be renewed for each option period on the same terms and conditions as this lease except
for the Base Rent which shall be adjusted for each option period to the then current fair market rate for comparable space in the Denny Regrade of Seattle, Washington. 
  
 43. OPTION TO EXPAND. Subject to pre-existing rights, Lessee shall have an option to lease available space in the
building. Lessor shall notify Lessee of such availability and Lessee shall have five (5) working days from receipt of said notice to respond. Lessee shall lease the entire space available for lease and shall not be entitled to lease only a portion
thereof. Any lease of space under the provisions of this section shall be at fair market rental rate. 
  
 44. FOURTH AND BLANCHARD BUILDING LEASE. Upon commencement of this lease, Lessee’s lease for space in the Fourth and Blanchard Building will
be cancelled. 
  
 IN WITNESS WHEREOF, the parties
hereof have executed this lease the day and year first above written. 
  

											
	 SELIG REAL ESTATE HOLDINGS EIGHT,
 a Washington general partnership
	 	 	 	 	 	 VERTIS NEUROSCIENCE INC.,
 a Washington corporation

						
	 	 	 /s/ Martin Selig

	 	 	 	 	 	 	 	 /s/ Alan Levy


	 By:
	 	 Martin Selig
	 	 	 	 	 	 By:
	 	 Alan Levy

	 Its:
	 	 Managing Member
	 	 	 	 	 	 Its:
	 	 President


  
 Attachment 
  

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