Lease Agreement



 Exhibit 10.19 
 7000 Shoreline/Fluidigm - Page 1 
 LEASE AGREEMENT 

THIS LEASE AGREEMENT (this “Lease”) is made as of this September 14, 2010 (the “Execution
Date”), between ARE-SAN FRANCISCO NO. 17, LLC, a Delaware limited liability company (“Landlord”), and FLUIDIGM CORPORATION, a Delaware corporation (“Tenant”). 

RECITALS 

A.        Oscient Pharmaceuticals Corporation, a Massachusetts corporation
(“Oscient”) (as successor-in-interest to Genesoft, Inc.), and Landlord (as successor-in-interest to MJ Research Company, Inc.) were parties to that certain Agreement of Lease dated as of October 6, 2000 (the “Oscient
Lease”) whereby Landlord leased to Oscient a portion of the Building (as hereinafter defined) (the “Oscient Premises”). 
 B.        Tenant subleased from Oscient a portion of the Oscient Premises described below as “Premises West” pursuant to that certain Sublease Agreement dated as of
March 25, 2004 (the “Original Oscient Sublease”), as amended by that certain First Amendment to Sublease by and between Tenant and Oscient dated December 7, 2007 (as amended, the “Oscient Sublease”).
Landlord, Tenant and Oscient entered into that certain Consent to Sublease dated December 7, 2007 whereby Landlord consented to the Oscient Sublease (the “Premises West Consent Agreement”). 

C.        By letter dated September 8, 2009, from Landlord’s counsel to Tenant,
Landlord notified Tenant that (i) pursuant to a Bankruptcy Order dated September 4, 2009, Oscient rejected the Oscient Lease and the Oscient Sublease, and (ii) Landlord exercised its contractual right and/or election to reinstate the
Oscient Sublease and have Tenant attorn to Landlord, whereby the Oscient Sublease became a direct lease between Landlord and Tenant (the “Oscient Space Attornment Agreement”). As a result Tenant now leases Premises West under a
direct lease between Landlord and Tenant under the terms of the Oscient Sublease. 

D.        Tenant and Landlord (as successor-in-interest to MJ Research Company, Inc.) are
parties to that certain Agreement of Lease dated as of December 1, 2001, as amended by that certain First Amendment to Sublease dated March 25, 2004, as further amended by that certain Second Amendment to Lease dated as of
November 29, 2004, as further amended by that certain Third Amendment to Lease dated November 30, 2007 (as amended, the “Premises East Lease”) whereby Landlord leases to Tenant a portion of the Building described below as
“Premises East”. 
 E.        Landlord and Tenant now desire to among
other things (i) terminate the Oscient Sublease and the Oscient Space Attornment Agreement and provide for Tenant’s leasing of Premises West on the terms and conditions set forth in this Lease and (ii) terminate the Premises East
Lease and provide for Tenant’s leasing of Premises East on the terms and conditions set forth in this Lease. 
 BASIC LEASE PROVISIONS

  

					
		 	 Address:
	  	 7000 Shoreline Court, South San Francisco, California

			
		 	 Premises:
	  	 Subject to Section 40 below, that portion of the Project, containing approximately 37,496 rentable square feet (“RSF”), consisting of
(a) a portion of the Project as shown on Exhibit A-1 (“Premises West”), and (b) a portion of the Project as shown on Exhibit A-2 (“Premises East”).

			
		 	 Project:
	  	 The real property on which the building (the “Building”) in which the Premises are located, together with all improvements thereon and appurtenances
thereto as described on Exhibit B.










  
 7000
Shoreline/Fluidigm - Page 2 

 Base Rent: 
  

							
	 	 	Period	  	Monthly Base Rent	  	 
		 	 May 1, 2010 - December 31, 2010
	  	$58,672.76	  	
		 	 January 1, 2011 - February 28, 2011
	  	$60,191.01	  	
		 	 March 1, 2011 —March 31, 2011
	  	$59,527.20	  	
		 	 April 1, 2011 - February 28, 2012
	  	$61,527.20	  	
		 	 March 1, 2012 - February 28, 2013
	  	$64,007,50	  	
		 	 March 1, 2013 - February 28, 2014
	  	$66,487.80	  	
		 	 March 1, 2014 - April 30,
2015
	  	$70,208.25	  	

 Rentable Area of Premises:     37,496 RSF 

Rentable Area of Project:         136,393 RSF 

Tenant’s Share of Operating Expenses: 
  

							
	 	 	Period	  	Tenant’s Share	  	 
		 	 May 1, 2010 - February 28, 2011
	  	  6.98%	  	
		 	 March 1, 2011 - April 30, 2015
	  	18.19%	  	
		 	 Extension Term (if
any)
	  	21.43%	  	

 **Landlord and Tenant acknowledge and agree that the amounts of Tenant’s Share as set
forth in the table above are agreed-upon amounts and do not reflect the proportion that the Rentable Area of the Premises bears to the-Rentable Area of the Project 
  

					
		 	 Security Deposit:
	 	 $60,000.00

			
		 	 Base Term:
	 	 A term beginning on May 1, 2010 (the “Commencement Date”) and ending on April 30, 2015

			
		 	 Permitted Use:
	 	 Research and development laboratory, manufacturing, diagnostics, related office and other related uses consistent with the character of the Project and otherwise in
compliance with the provisions of Section 7 hereof.


  

			
	Address for Rent Payment:	  	Landlord’s Notice Address
	 P.O. Box 51783
 Los Angeles, CA
90051-6083
	  	 385 E. Colorado Boulevard, Suite 299
 Pasadena,
CA 91101
 Attention: Corporate Secretary

		
	 Tenant’s Notice Address:
	  	
	 7000 Shoreline Court
 South San Francisco, CA
94080
 Attention: General Counsel
	  	

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

					
		  	[X]	    	EXHIBIT A-1 - PREMISES WEST DESCRIPTION
		  	[X]	    	EXHIBIT A-2 - PREMISES EAST DESCRIPTION
		  	[X]	    	EXHIBIT A-3 - GIVE-BACK SPACE
		  	[X]	    	EXHIBIT B - DESCRIPTION OF PROJECT
		  	[X]	    	EXHIBIT C - WORK LETTER
		  	[X]	    	EXHIBIT D - SHARED AREA









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		  	[X]	    	EXHIBIT E - RULES AND REGULATIONS
		  	[X]	    	EXHIBIT F-1 - TENANT’S PERSONAL PROPERTY
		  	[X]	    	EXHIBIT F-2 - LANDLORD’S PERSONAL PROPERTY

 1.        Lease of Premises. Upon and subject to all of the terms and conditions hereof, Landlord hereby leases the Premises to Tenant and Tenant hereby leases the
Premises from Landlord. The portions of the Project which are for the non-exclusive use of tenants of the Project are collectively referred to herein as the “Common Areas.” Landlord reserves the right to modify Common Areas,
provided that such modifications do not materially adversely affect Tenant’s use of the Premises for the Permitted Use and .provided that such modifications do not materially increase the obligations or materially decrease the rights of Tenant
under this Lease. Landlord confirms that the Premises shall be referred to as Suite 100. Landlord represents that as of April 1, 2011 none of the Premises will be leased to any parties other than Tenant. 

2.        Prior Lease; Term; Acceptance of Premises. 

(a)        Prior Lease; Term. 

(i)     Landlord and Tenant hereby acknowledge and agree that, as of the Commencement Date, (A) the
Premises West Consent Agreement together with the Oscient Space Attornment Agreement contains the complete agreement between Landlord and Tenant with respect to Premises West, (B) the Premises East Lease contains the complete agreement between
Landlord and Tenant with respect to Premises East, and (C) the Premises West Consent Agreement, the Oscient Space Attornment Agreement and the Premises East Lease are in full force and effect. 

(ii)     Tenant hereby certifies to Landlord (and its successors and assigns) that, as of the
Commencement Date, except as granted herein, (A) Tenant has no right, title, or interest in or to the Premises or the Project other than as a tenant of Premises West under the Oscient Space Attornment Agreement and as a tenant of Premises East
under the Premises East Lease, (B) Tenant has no option, right of first, refusal, right of first offer, or other right to acquire or purchase all or any portion of, or interest in, the Premises or the Project and (C) Tenant is not
currently subletting any portion of the Premises to any sublessee nor has it assigned any portion of the Oscient Sublease, the Oscient Space Attornment Agreement or the Premises East Lease to any assignee. 

(iii)     The “Term” of this Lease shall be the Base Term, as defined above in the
Basic-Lease Provisions and any Extension Term which Tenant may elect pursuant to Section 39 hereof. 

(iv)     As of the Commencement Date, the Oscient Sublease, the Oscient Space Attornment Agreement, the
Premises West Consent Agreement and the Premises East Lease shall expire and be of no further force or effect. 
 All
obligations of the parties under the Oscient Sublease, the Oscient Space Attornment Agreement, the Premises West Consent Agreement and the Premises East Lease which are by their terms intended to survive the termination of the Oscient Sublease, the
Oscient Space Attornment Agreement, the Premises West Consent Agreement and the Premises East Lease (including, without limitation, indemnity obligations and obligations concerning the condition and repair of the Premises and/or the Project) (the
“Prior Lease Obligations”) shall survive such termination of the Oscient Sublease, the Oscient Space Attornment Agreement, the Premises West Consent Agreement and the Premises East Lease for the benefit of Landlord (and its
successors and assigns). Landlord hereby reserves all rights and claims that Landlord may have against Tenant for any such Prior Lease Obligations. 
 This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises,









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agreements, understandings, and negotiations that are not contained herein including, without limitation, the Oscient Lease, the Oscient Sublease, the Oscient Space Attornment Agreement, the
Premises West Consent Agreement and the Premises East Lease. 

(b)        Acceptance of Premises. Tenant has been in possession of, and conducting
business in the Premises under the Oscient Sublease, the Oscient Space Attornment Agreement, the Premises West Consent Agreement and the Premises East Lease and intends to continue conducting business in the Premises, without interruption, from and
after the Commencement Date. Further since the Premises will not be empty and/or unoccupied at any time prior to the Commencement Date and Landlord will have no opportunity to inspect, examine, and/or audit the Premises in order to establish the
condition of the Premises as of the Commencement Date, Landlord shall have no liability for any defects in the Premises (whether latent or patent) and shall have no obligation to perform any work (except as set forth in the Work Letter) or to
refurbish, finish, or otherwise alter the Premises in order to prepare the Premises for Tenant’s use or occupancy. Except as set forth in the Work Letter, as conclusively evidenced by Tenant’s execution and delivery of this Lease, Tenant
accepts the Premises “as is”, in their condition as of the Commencement Date, without any qualifications, restrictions, or limitations, subject to all applicable Legal Requirements (as defined in Section 7 hereof). Tenant
agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project
for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. Landlord in executing this Lease does so in reliance upon Tenant’s representations,
warranties, acknowledgments and agreements contained herein. 
 Subject to delays resulting from Force Majeure and Tenant
Delay (as defined in the Work Letter), Landlord shall use commercially reasonable efforts to cause Landlord’s Work to be Substantially Complete (as defined in the Work Letter) on or before February 28, 2011 (“Target Completion
Date”). If Landlord fails to complete Landlord’s Work by the-Target Completion Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable. If Landlord fails to
Substantially Complete Landlord’s Work by April 4, 2011 (which date shall be extended for delays resulting from Force Majeure and Tenant Delay) (such date, as so extended, the “Outside Delivery Date”), then Base Rent under
this Lease shall abate by one day for each day of delay in Substantial Completion of Landlord’s Work beyond the Outside Delivery Date. The Outside Delivery Date shall be further extended day-for-day for each day that the Execution Date extends
beyond July 19, 2010. Landlord agrees to use commercially reasonable efforts to perform Landlord’s Work in a manner which does not unreasonably interfere with Tenant’s use and enjoyment of the Premises; provided, that, Landlord shall
have no obligation to incur any additional material cost in performing Landlord’s Work. Without limiting the foregoing, Landlord agrees that it shall endeavor to schedule any utility interruptions related to the performance of Landlord’s
Work on weekends and shall endeavor to provide Tenant with at least 5 business days prior notice of any such interruption; provided, however, that notwithstanding anything to the contrary contained herein, in no event shall Landlord
have any obligation to incur any additional or overtime costs to complete Landlord’s Work. 
 Notwithstanding
anything to the contrary contained herein, for the period of 60 consecutive days after Substantial Completion of Landlord’s Work, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for
any repairs that are required to be made to portions of the Building Systems serving the Premises which are newly installed as part of Landlord’s Work, unless Tenant was responsible for the cause of such repair, in which case Tenant shall pay
the cost. 
 3.        Rent. 

(a)        Base Rent.    Tenant shall pay to Landlord in
advance, without demand, abatement, deduction or set-off, monthly installments of Base Rent on or before the first day of each calendar month during the Term hereof, in lawful money of the United States of America, at the office of Landlord for
payment of Rent set forth above, or to such other person or at such other place as Landlord may from time to time designate in writing. Payments of Base Rent for any fractional calendar month 









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shall be prorated. The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Tenant shall have no right at
any time to abate, reduce, or set-off any Rent (as defined in Section 5) due hereunder except for any abatement as may be expressly provided in this Lease. 

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

(c)        Credit.  Landlord acknowledges that Tenant has prepaid certain
base rent and additional rent for the Premises. Therefore, Landlord agrees to a one-time credit against payments of rent next coming due under this Lease in the amount of $360,373.75. 

4.        Intentionally Deleted. 

5.        Operating Expense Payments.  Landlord shall deliver to Tenant a
written estimate of Operating Expenses for each calendar year during the Term (the “Annual Estimate”), which may be revised by Landlord from time to time during such calendar year. During each month of the Term, on the same date
that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12th of Tenant’s Share of the Annual Estimate. Payments for any fractional calendar month shall be prorated. 

The term “Operating Expenses” means all costs and expenses of any kind or description whatsoever incurred or
accrued each calendar year by. Landlord with respect to the Project (including, without duplication, Taxes (as defined in Section 9), capital repairs and improvements amortized over the lesser of 10 years and the useful life of such
capital items as reasonably determined by Landlord (“Approved Capital Expenses”), and the costs of Landlord’s third party property manager (not to exceed 3.0% of Base Rent) or, if there is no third party property manager,
administration rent in the amount of 3.0% of Base Rent), excluding only: 

(a)        the original construction costs of the Project and renovation prior to the date
of the Lease and costs of correcting defects in such original construction or renovation; 

(b)        capital expenditures for expansion of the Project and other capital
expenditures to the extent not Approved Capital Expenses; 
 (c)        any costs
incurred to remove, study, test, remediate or otherwise related to the presence of Hazardous Materials in or about the Building or the Project, which Hazardous Materials Tenant proves (i) existed prior to the Commencement Date, except to the
extent caused by or contributed to by Tenant or any Tenant Party, (ii) originated from any separately demised tenant space within the Project other than the Premises, except to the extent caused by or contributed to by Tenant or any Tenant
Party, or (iii) were not brought upon, kept, used, stored, handled, treated, generated in, or released or disposed of from, the Project by Tenant or any Tenant Party; 

(d)        interest, principal payments of Mortgage (as defined in Section 27)
debts of Landlord, financing costs and amortization of funds borrowed by Landlord, whether secured or unsecured and all payments of base rent (but not taxes or operating expenses) under any ground lease or other underlying lease of all or any
portion of the Project; 
 (e)        depreciation of the Project and capital
expense reserves (except for capital improvements, the cost of which are includable in Operating Expenses); 








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

 (g)        legal and other expenses incurred in the negotiation or enforcement
of leases; 
 (h)        completing, fixturing, improving, renovating, painting,
redecorating or other work, which Landlord pays for or performs for other tenants within their premises, and costs of correcting defects in such work; 
 (i)        costs to be reimbursed by other tenants of the Project or Taxes to be paid directly by Tenant or other tenants of the Project, whether or not actually paid;

 (j)        salaries, wages, benefits and other compensation paid to officers
and employees of Landlord who are not assigned in whole or in part to the operation, management, maintenance or repair of the Project; 
 (k)        general organizational, administrative and overhead costs relating to maintaining Landlord’s existence, either as a corporation, partnership, or other entity,
including general corporate, legal and accounting expenses; 
 (l)        costs
(including attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) incurred in connection with disputes with tenants, other occupants, or prospective tenants, and costs and expenses, including legal fees, incurred in
connection with negotiations or disputes with employees, consultants, management agents, leasing agents, purchasers or mortgagees of the Building; 
 (m)        costs incurred by Landlord due to the violation by Landlord, its employees, agents or contractors or any tenant of the terms and conditions of any lease of space
in the Project or any Legal Requirement (as defined in Section 7); 

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

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

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

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

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

(t)        any expenses otherwise includable within Operating Expenses to the extent
actually reimbursed by persons other than tenants of the Project under leases for space in the Project; 








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 (u)        costs incurred in connection
with the performance of alterations or modifications to the Project (other than the Premises for which Tenant shall be solely responsible for, subject to Section 7) that are required solely due to the non-compliance of the Project with
Legal Requirements applicable to the Project (other than the Premises for which Tenant shall be solely responsible for, subject to Section 7) as of the Commencement Date. 

Notwithstanding anything to the contrary contained in this Lease, Tenant’s Share of each earthquake deductible or occurrence
of uninsured earthquake damage affecting the Premises shall not exceed $7.50 per rentable square foot of the Premises (the “Initial Cap”). On June 1, 2010, and on the first day of each month thereafter, the Initial Cap shall be
reduced by $0.125 per rentable square foot of the Premises. Following earthquake damage to the Project, Tenant shall pay Tenant’s Share of any such deductible or uninsured damage in equal monthly installments amortized over the remaining
balance of the Base Term of the Lease. 
 Within 90 days after the end of each calendar year (or such longer period as may
be reasonably required), Landlord shall furnish to Tenant a statement (an “Annual Statement”) showing in reasonable detail: (a) the total and Tenant’s Share of actual Operating Expenses for the previous calendar year, and
(b) the total of Tenant’s payments in respect of Operating Expenses for such year. If Tenant’s Share of actual Operating Expenses for such year exceeds Tenant’s payments of Operating Expenses for such year, the excess shall be
due and payable by Tenant as Rent within 30 days after delivery of such Annual Statement to Tenant. If Tenant’s payments of Operating Expenses for such year exceed Tenant’s Share of actual Operating Expenses for such year Landlord shall
pay the excess to Tenant within 30 days after delivery of such Annual Statement. except that after the expiration, or earlier termination of the Term or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant
after deducting all other amounts due Landlord. 
 The Annual Statement shall be final and binding upon Tenant unless
Tenant, within 45 days after Tenant’s receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the reason therefor. If, during such 45 day period, Tenant reasonably and in good
faith questions or contests the accuracy of Landlord’s statement of Tenant’s Share of Operating Expenses, Landlord will provide Tenant with access to Landlord’s books and records relating to the operation of the Project and such
information as Landlord reasonably determines to be responsive to Tenant’s questions (the “Expense Information”). If after Tenant’s review of such Expense Information, Landlord and Tenant cannot agree upon the amount of
Tenants Share of Operating Expenses, then Tenant shall have the right to have an independent public accounting firm selected by Tenant from among the 5 largest in the United States, working pursuant to a fee arrangement other than a contingent fee
(at Tenant’s sole cost and expense) and approved by Landlord (which approval shall not be unreasonably withheld or delayed), audit and/or review the Expense Information for the year in question (the “Independent Review”). The
results of any such independent Review shall be binding on Landlord and Tenant. If the Independent Review shows that the payments actually made by Tenant with respect to Operating Expenses for the calendar year in question exceeded Tenant’s
Share of Operating Expenses for such calendar year, Landlord shall at Landlord’s option either (i) credit the excess amount to the next succeeding installments of estimated Operating Expenses or (ii) pay the excess to Tenant within 30
days after delivery of such statement, except that after the expiration or earlier termination of this Lease or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant after deducting all other amounts due
Landlord. If the Independent Review shows that Tenant’s payments with respect to Operating Expenses for such calendar year were less than Tenants Share of Operating Expenses for the calendar year, Tenant shall pay the deficiency to Landlord
within 30 days after delivery of such statement. If the Independent Review shows that Tenant has overpaid with respect to Operating Expenses by more than 5% then Landlord shall reimburse Tenant for all costs incurred by Tenant for the independent
Review. Tenant shall treat the results of each Independent Review as confidential and shall not disclose any information regarding such independent Review to any other tenants; provided, however, that Tenant may disclose such
information to its accountants, attorneys and real estate consultants and to governmental authorities as required by Legal Requirements and in connection with any litigation; arbitration or similar proceeding. Operating Expenses for the calendar
years in which Tenant’s obligation to share therein begins and ends shall be prorated. Notwithstanding anything set forth herein to the 








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contrary, if the Project is not at least 95% occupied on average during any year of the Term, Tenant’s Share of Operating Expenses for such year shall be computed as though the Project had
been 95% occupied on average during such year. 
 “Tenant’s Share” shall be the percentage set forth
in the Basic Lease Provisions as Tenant’s Share as reasonably adjusted by Landlord for changes in the physical size of the Premises or the Project occurring thereafter. The rentable area of the Premises shall not be subjected to re-measurement
by either party. If Landlord has a reasonable basis for doing so, Landlord may equitably increase Tenants Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises
or only a portion of the Project that includes the Premises or that varies with occupancy or use. Base Rent, Tenant’s Share of Operating Expenses and all other amounts payable by Tenant to Landlord hereunder are collectively referred to herein
as “Rent.” 
 6.        Security
Deposit.  Tenant shall deposit with Landlord a security deposit (the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set forth in the Basic Lease Provisions, which
Security Deposit shall be in the form of an unconditional and irrevocable letter of credit (the “Letter of Credit”): (i) in form and substance satisfactory to Landlord, (ii) naming Landlord as beneficiary,
(iii) expressly allowing Landlord to draw upon it at any time from time to time by delivering to the issuer notice that Landlord is entitled to draw thereunder, (iv) issued by an FDIC-insured financial institution satisfactory to Landlord,
and (v) redeemable by presentation of a sight draft in the state of Landlord’s choice. If Tenant does not provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated
expiration date of any then current Letter of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. The
Security Deposit shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default.
Upon each occurrence of a Default (as defined in Section 20), Landlord may use all or any part of the Security Deposit to pay delinquent payments due under this Lease, future rent damages under California Civil Code Section 1951.2,
and the cost of any damage, injury, expense or liability caused by such Default, without prejudice to any other remedy provided herein or provided by law. Landlord’s right to use the Security Deposit under this Section 6 includes
the right to use the Security Deposit to pay future rent damages following the termination of this Lease pursuant to Section 21(c) below. Upon any use of all or any portion of the Security Deposit, Tenant shall pay Landlord on demand the
amount that will restore the Security Deposit to the amount set forth in the Basic Lease Provisions. Tenant hereby waives the provisions of any law, now or hereafter in force, including, without limitation, California Civil Code Section 1950.7,
which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition,
claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Tenant or any officer, employee, agent or invitee of Tenant. Upon bankruptcy or other
debtor-creditor proceedings against Tenant, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior to the filing of such proceedings. Upon any such use of all or any portion
of the Security Deposit, Tenant shall, within 5 days after demand from Landlord, restore the Security Deposit to its original amount. If Tenant shall fully perform every provision of this Lease to be performed by Tenant, the Security Deposit, or any
balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder)
within 90 days after the expiration or earlier termination of this Lease. 
 If Landlord transfers its interest in the
Project or this Lease, Landlord shall either (a) transfer any Security Deposit then held by Landlord to a person or entity assuming Landlord’s obligations under this Section 6, or (b) return to Tenant any Security Deposit
then held by Landlord and remaining after the deductions permitted herein. Upon such transfer to such transferee or the return of the Security Deposit to Tenant, Landlord shall have no further obligation with respect to the Security Deposit, and
Tenant’s right to the return of the Security Deposit shall apply solely against Landlord’s transferee. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default.









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Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee, and no interest shall accrue thereon. 

Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree that, as of the Commencement Date, Landlord is holding a
letter of credit from Tenant in the amount of $125,000.00 (the “Existing Letter of Credit”) which shall constitute the “Letter of Credit” for purposes of this Lease. Landlord shall cooperate with Tenant to amend the
Existing Letter of Credit to reflect the reduced amount of the Security Deposit required under this Lease. 

7.        Use.    The Premises shall be used solely for the
Permitted Use set forth in the Basic Lease Provisions, and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises, and to
the use and occupancy thereof, including, without limitation, the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively,
“Legal Requirements” and each, a “Legal Requirement”). Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority (as defined in
Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the
insurance risk, or cause the disallowance of any sprinkler or other credits. To Landlord’s actual knowledge, the Permitted Use will not result in the voidance of or an increase in insurance risk with respect to the insurance currently being
maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any
additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a
careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or
occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or
machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or
more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. Except as may be
provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of
the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. 
 Landlord has received no written notice from any Governmental Authority (as defined in Section 9 below) that the Project is not in compliance with the applicable provisions of the Americans With
Disabilities Act, 42 U.S.C. § 12101, et seq. (together with regulations promulgated pursuant thereto, “ADA”). Landlord shall be responsible, at Landlord’s sole cost and expense (and not as an Operating Expense) for
the compliance of the Common Areas of the Project with the ADA as of the Commencement Date. 
 To the extent first arising
after the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) or at Tenant’s expense (to the extent such
Legal Requirement is applicable solely by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or any alterations or modifications made by Tenant) make any alterations or modifications to the Project
(other than the Premises) that are required by Legal Requirements, including the ADA. in addition, Landlord shall, at Landlord’s expense, make any alterations or modifications to the Premises that are required due to the non compliance of the
Premises with Legal Requirements, including the ADA, applicable to the Premises as of the Commencement Date, except to the extent such alterations or 








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modifications are required by Legal Requirements (including, without limitation, compliance of the Premises with ADA) related to Tenant’s particular use of the Premises. Notwithstanding any
other provision herein to the contrary, subject to the first two sentences of this paragraph, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all
reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of any failure of
the Premises to comply with any Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal
Requirement. 
 8.        Holding Over.  If, with Landlord’s
express written consent, Tenant retains possession of the Premises after the termination of the Term, (i) unless otherwise agreed in such written consent, such possession shall be subject to immediate termination by Landlord at any time,
(ii) all of the other terms and provisions of this Lease (including, without limitation, the adjustment of Base Rent pursuant to Section 4 hereof) shall remain in full force and effect (excluding any expansion or renewal option or
other similar right or option) during such holdover period, (iii) Tenant shall continue to pay Base Rent in the amount payable upon the date of the expiration or earlier termination of this Lease or such other amount as Landlord may indicate,
in Landlord’s sole and absolute discretion, in such written consent, and (iv) all other payments shall continue under the terms of this Lease. If Tenant remains in possession of the Premises after the expiration or earlier termination of
the Term without the express written consent of Landlord, (A) Tenant shall become a tenant at sufferance upon the terms of this Lease except that the monthly rental shall be equal to 150% of Rent in effect during the last 30 days of the Term
for the first 90 days of such tenancy at sufferance and thereafter 200% of Rent in effect during the last 30 days of the Term, and (B) Tenant shall be responsible for all damages suffered by Landlord resulting from or occasioned by
Tenant’s holding over, including consequential damages, No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Section 8 shall not
be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord of Rent after the expiration of the Term or earlier termination of this Lease shall not result in a renewal or reinstatement of this Lease. 

9.        Taxes.  Landlord shall pay, as part of Operating Expenses, all
taxes, levies, fees, assessments and governmental charges of any kind, existing as of the Commencement Date or thereafter enacted (collectively referred to as “Taxes”), imposed by any federal, state, regional, municipal, local or
other governmental authority or agency, including, without limitation, quasi-public agencies (collectively, “Governmental Authority”) during the Term, including, without limitation, all Taxes: (i) imposed on or measured by or
based, in whole or in part, on rent payable to (or gross receipts received by) Landlord under this Lease and/or from the rental by Landlord of the Project or any portion thereof, or (ii) based on the square footage, assessed value or other
measure or evaluation of any kind of the Premises or the Project, or (iii) assessed or imposed by or on the operation or maintenance of any portion of the Premises or the Project, including parking, or (iv) assessed or imposed by, or at
the direction of, or resulting from Legal Requirements, or interpretations thereof, promulgated by any Governmental Authority, or (v) imposed as a license or other fee, charge, tax, or assessment on Landlord’s business or occupation of
leasing space in the Project. Landlord may contest by appropriate legal proceedings the amount, validity, or application of any Taxes or liens securing Taxes. Notwithstanding anything to the contrary herein, Landlord shall only charge Tenant for
such assessments existing as of the Commencement Date as if those assessments were paid by Landlord over the longest possible term which Landlord is permitted to pay for the applicable assessments without additional charge other than interest, if
any, provided under the terms of the underlying assessments. Notwithstanding anything to the contrary contained in this Lease, Taxes shall not include any net income taxes, estate taxes or inheritance taxes imposed on Landlord except to the extent
such net income taxes are in substitution for any Taxes payable hereunder, or any late penalties, interest or fines imposed due to Landlord’s failure to pay any Taxes prior to delinquency. If any such Tax is levied or assessed directly against
Tenant, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. Tenant shall pay, prior to delinquency, any and all Taxes levied or assessed against any personal property or
trade fixtures placed by Tenant in the Premises, 








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whether levied or assessed against Landlord or Tenant, If any Taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s property, or if the
assessed valuation of the Project is increased by a value attributable to improvements in or alterations to the Premises, whether owned by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, higher than
the base valuation on which Landlord from time-to-time allocates Taxes to all tenants in the Project, Landlord shall have the right, but not the obligation, to pay such Taxes. Landlord’s determination of any excess assessed valuation shall be
binding and conclusive, absent manifest error. The amount of any such payment by Landlord shall constitute Additional Rent due from Tenant to Landlord immediately upon demand. 

10.        Parking.  Subject to all matters of record, Force Majeure, a
Taking (as defined in Section 10 below) and the exercise by Landlord of its rights hereunder, Tenant shall have the right, in common with other tenants of the Project pro rata in accordance with the rentable area of the Premises and the
rentable areas of the Project occupied by such other tenants, to park in those areas designated for non-reserved parking, subject in each case to Landlord’s rules and regulations, As of the Commencement Date, Tenant’s pro rata share of
parking equates to 2.8 parking spaces per 1,000 RSF of the Premises. Landlord may allocate parking spaces among Tenant and other tenants in the Project pro rata as described above if Landlord determines that such parking facilities are becoming
crowded. Landlord shall not be responsible for enforcing Tenant’s parking rights against any third parties, including other tenants of the Project. 
 11.        Utilities, Services.  Landlord shall provide, subject to the terms of this Section 11, water, electricity, heat, light, power,
telephone, sewer, and other utilities (including gas and fire sprinklers to the extent the Project is plumbed for such services, deionized water, compressed air and house vacuum system), refuse and trash collection and janitorial services
(collectively, “Utilities”). Landlord shall pay, as Operating Expenses or subject to Tenant’s reimbursement obligation, for all Utilities used on the Premises, all maintenance charges for Utilities, and any storm sewer charges
or other similar charges for Utilities imposed by any Governmental Authority or Utility provider, and any taxes, penalties, surcharges or similar charges thereon. Landlord may cause, at Landlord’s expense, any Utilities to be separately metered
or charged directly to Tenant by the provider. Tenant shall pay directly to the Utility provider, prior to delinquency, any separately metered Utilities and services which may be furnished to Tenant or the Premises during the Term. Tenant shall pay,
as part of Operating Expenses, its share of all charges for jointly metered Utilities based upon consumption, as reasonably determined by Landlord. No interruption or failure of Utilities, from any cause whatsoever other than Landlord’s willful
misconduct, shall result in eviction, or constructive eviction of Tenant, termination of this Lease or the abatement of Rent. Tenant agrees to limit use of water and sewer with respect to Common Areas to normal restroom use. 

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

12.        Alterations and Tenant’s Property.  Any alterations,
additions, or improvements made to the Premises by or on behalf of Tenant, including additional locks or bolts of any kind or nature upon any doors or windows in the Premises, but excluding installation, removal or realignment of furniture systems
(other than removal of furniture systems owned or paid for by Landlord) not involving any 








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modifications to the structure or connections (other than by ordinary plugs or jacks) to Building Systems (as defined in Section 13) (“Alterations”) shall be subject
to Landlord’s prior written consent, which may be given or withheld in Landlord’s sole discretion if any such Alteration affects the structure or Building Systems, but which shall otherwise not be unreasonably withheld or delayed. Tenant
may construct nonstructural Alterations in the Premises without Landlord’s prior approval if the aggregate cost of all such work in any 12 month period does not exceed $50,000 (a “Notice-Only Alteration”), provided Tenant
notifies Landlord in writing of such intended Notice-Only Alteration, and such notice shall be accompanied by plans, specifications, work contracts and such other information concerning the nature and cost of the Notice-Only Alteration as may be
reasonably requested by Landlord, which notice and accompanying materials shall be delivered to Landlord not less than 15 business days in advance of any proposed construction. If Landlord approves any Alterations, Landlord may impose such
conditions on Tenant in connection with the commencement, performance and completion of such Alterations as Landlord may deem appropriate in Landlord’s reasonable discretion. Any request for approval shall be in writing, delivered not less than
15 business days in advance of any proposed construction, and accompanied by plans, specifications, bid proposals, work contracts and such other information concerning the nature and cost of the alterations as may be reasonably requested by
Landlord, including the identities and mailing addresses of all persons performing work or supplying materials. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord
shall have no duty to ensure that such plans and specifications or construction comply with applicable Legal Requirements. Tenant shall cause, at its sole- cost and expense, all Alterations to comply with insurance requirements and with Legal
Requirements and shall implement at its sole cost and expense any alteration or modification required by Legal Requirements as a result of any Alterations. Tenant shall pay to Landlord, as Additional Rent, on demand an amount equal to 3% of all
charges incurred by Tenant or its contractors or agents in connection with any Alteration to cover Landlord’s overhead and expenses for plan review, coordination, scheduling and supervision. Before Tenant begins any Alteration, Landlord may
post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall reimburse Landlord for, and indemnify and hold Landlord harmless from, any expense incurred by Landlord by reason of faulty work done by Tenant or
its contractors, delays caused by such work, or inadequate cleanup. 
 Tenant shall furnish security or make other
arrangements reasonably satisfactory to Landlord to assure payment for the completion of all Alterations work free and clear of liens, and shall provide (and cause each contractor or subcontractor to provide) certificates of insurance for
workers’ compensation and other coverage in amounts and from an insurance company satisfactory to Landlord protecting Landlord against liability for personal injury or property damage during construction. Upon completion of any Alterations,
Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did the work and final lien waivers from all such contractors and subcontractors; and (ii) ”as built” plans
for any such Alteration. 
 Except for Removable Installations (as hereinafter defined), all Installations (as hereinafter
defined) shall be and shall remain the property of Landlord following the expiration or earlier termination of the Term, shall not be removed by Tenant at any time during the Term, and shall remain upon and be surrendered with the Premises as a part
thereof. Notwithstanding the foregoing, Landlord shall if requested by Tenant, at the time its approval of any such Installation is requested, notify Tenant if Landlord requires that Tenant remove such Installation upon the expiration or earlier
termination of the Term, in which event Tenant shall remove such installation in accordance with the immediately succeeding sentence. Upon the expiration or earlier termination of the Term, Tenant shall remove (i) all wires, cables or similar
equipment which Tenant has installed in the Premises or in the risers or plenums of the Building, (ii) any Installations for which Landlord has given Tenant notice of removal in accordance with the immediately preceding sentence, and
(iii) all of Tenant’s Property (as hereinafter defined), and Tenant shall restore and repair any damage caused by or occasioned as a result of such removal, including, without limitation, capping off all such connections behind the walls
of the Premises and repairing any holes. Notwithstanding anything to the contrary contained herein, Tenant shall have no obligation to remove Landlord’s Work. During any restoration period beyond the expiration or earlier termination of the
Term, Tenant shall pay Rent to Landlord as provided herein as if said space were otherwise occupied by Tenant. If Landlord is requested by Tenant or any lender, lessor or other person 








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or entity claiming an interest in any of Tenant’ Property to waive any lien Landlord may have against any of Tenant’s Property, and Landlord consents to such waiver, then Landlord shall
be entitled to be paid as administrative rent a fee of $1,000 per occurrence for its time and effort in preparing and negotiating such a waiver of lien. 
 For purposes of this Lease, (x) “Removable Installations” means any items listed on Exhibit F-1 attached hereto and any items agreed by Landlord in writing to be included on
Exhibit F-1 in the future, (y) ”Tenant’s Property” means Removable Installations and, other than Installations, any personal property or equipment of Tenant that may be removed without material damage to the
Premises, and (z) “Installations” means all property of any kind paid for with the Ti Fund, all Alterations, all fixtures, and all partitions, hardware, built-in machinery, built-in casework and cabinets and other similar
additions, equipment, property and improvements built into the Premises so as to become an integral part of the Premises,, including, without limitation, fume hoods which penetrate the roof or plenum area, built-in cold rooms, built-in warm rooms,
walk-in cold rooms, walk-in warm rooms, deionized water systems, glass washing equipment, autoclaves, chillers, built-in plumbing, electrical and mechanical equipment and systems, and any power generator and transfer switch. Notwithstanding the
foregoing, the parties acknowledge and agree that the items set forth on Exhibit F-2 (“Landlord’s Property”) are Landlord’s property and shall not be removed by Tenant from the Building. Tenant shall have the
right during the Term to use any of Landlord’s Property that is located in the Premises as of the Execution Date. Tenant shall accept any of such Landlord’s Property in its “as is” condition and shall return any of such
Landlord’s Property to Landlord upon the expiration or earlier termination of this Lease in the same condition as received, ordinary wear and tear excepted. 

13.        Landlord’s Repairs.  Landlord, as an Operating Expense
(except to the extent the cost thereof is expressly excluded from Operating Expenses pursuant to Section 5 hereof), shall maintain all of the structural, exterior, parking and other Common Areas of the Project, including HVAC, plumbing,
fire sprinklers, elevators and all other building systems serving the Premises and other portions of the Project (“Building Systems”), in good repair, reasonable wear and tear and uninsured losses and damages (unless such losses or
damages would have been insured losses or expenses if the insurance Landlord is required to maintain hereunder had been obtained) caused by Tenant, or by any of Tenant’s agents, servants, employees, invitees and contractors (collectively,
“Tenant Parties”) excluded. Subject to the provisions of the penultimate paragraph of Section 17, losses and damages caused by Tenant or any Tenant Party shall be repaired by Landlord, at Tenant’s sole cost and
expense, to the extent not covered by insurance Landlord is required to maintain hereunder (or to the extent such losses or damages would have been covered by insurance Landlord is required to maintain hereunder if such insurance had been
..maintained). Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the judgment of Landlord, desirable
or necessary to be made, until said repairs, alterations or improvements shall have been completed, provided Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s Permitted Use of the Premises. Landlord shall
have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, make a commercially reasonable effort to
give Tenant 24 hours advance notice of any planned stoppage of Building Systems services for routine maintenance, repairs, alterations or improvements and shall in all events use commercially reasonable efforts to perform any repairs in a manner
that will minimize interference with Tenant’s use of the Premises. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this Section, after which Landlord shall make a commercially reasonable effort
to effect such repair. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after Tenant’s written notice of the need for such repairs or
maintenance as provided in this Lease. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters
shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Section 18. 








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

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

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

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








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Landlord based upon the insurer’s cost calculations). Tenant shall also reimburse Landlord for any increased premiums or additional insurance which Landlord reasonably deems necessary as a
result of Tenant’s use of the Premises. 
 Tenant, at its sole cost and expense, shall maintain during the Term: all
risk property insurance with business interruption and extra expense coverage, covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant at Tenant’s expense; workers’ compensation
insurance with no less than the minimum limits required by law; employer’s liability insurance with such limits as required by law; and commercial general liability insurance, with a minimum limit of not less than $2,000,000 per occurrence for
bodily injury and property damage with respect to the Premises. The commercial general liability insurance policy shall name Alexandria Real Estate Equities, Inc., and Landlord, its officers, directors, employees, managers, agents, invitees and
contractors (collectively, “Landlord Parties”), as additional insureds; insure on an occurrence and not a claims-made basis; be issued by insurance companies which have a rating of not less than policyholder rating of A and
financial category rating of at least Class X in “Best’s Insurance Guide”; shall not be cancelable for nonpayment of premium unless 10 days prior written notice shall have been given to Landlord; contain a hostile fire
endorsement and a contractual liability endorsement; and provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant’s policies). Copies of such policies (if
requested by Landlord), or certificates of insurance showing the limits of coverage required hereunder and showing Landlord as an additional insured, along with reasonable evidence of the payment of premiums for the applicable period, shall be
delivered to Landlord by Tenant upon commencement of the Term and upon each renewal of said insurance. Tenant’s policy may be a “blanket policy” with an aggregate per location endorsement which specifically provides that the amount of
insurance shall not be prejudiced by other losses covered by the policy. Tenant shall, at least 5 days prior to the expiration of such policies, furnish Landlord with renewal certificates. 

In each instance where insurance is to name Landlord as an additional insured, Tenant shall upon written request of Landlord also
designate and furnish certificates so evidencing Landlord as additional insured to: (i) any lender of Landlord holding a security interest in the Project or any portion thereof, (ii) the landlord under any lease wherein Landlord is tenant
of the real property on which the Project is located, if the interest of Landlord is or stall become that of a tenant under a ground or other underlying lease rather than that of a fee owner, and/or (iii) any management company retained by
Landlord to manage the Project. 
 The property insurance obtained by Landlord and Tenant shall include a waiver of
subrogation by the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, and their respective officers, directors, employees, managers, agents, invitees and contractors (“Related Parties”),
in connection with any loss or damage thereby insured against. Notwithstanding anything to the contrary contained in this Lease, neither party nor its respective Related Parties shall be liable to the other for loss or damage caused by any risk
insured against under property insurance required to be maintained hereunder regardless of the negligence of the party to the Lease receiving the benefit of the waiver, and each party waives any claims against the other party, and its respective
Related Parties, for such loss or damage. The failure of a party to insure its property shall not void this waiver. Landlord and its respective Related Parties shall not be liable for, and Tenant hereby waives all claims against such parties for,
business interruption and losses occasioned thereby sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises or the Project from any cause whatsoever. If the foregoing waivers shall
contravene any law with respect to exculpatory agreements, the liability of Landlord or Tenant shall be deemed not released but shall be secondary to the other’s insurer. 

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








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18.        Restoration.  If, at any time during the Term, the Project or
the Premises are damaged or destroyed by a fire or other casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises,
as applicable (the “Restoration Period”). If the Restoration Period is estimated to exceed 9 months (the “Maximum Restoration Period”), Landlord may, in such notice, elect to terminate this Lease as of the date that
is 75 days after the date of discovery of such damage or destruction: provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within
5 business days of receipt of notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of
sufficient insurance proceeds (with any deductible to be treated as an Operating Expense subject to the provisions of Section 5), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for
by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any
Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively
referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the
Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration
Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the
later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials. Clearances are obtained, Out Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election
by Landlord or Tenant. Notwithstanding the foregoing, if a portion of the Project not including the Premises is damaged, Landlord may not terminate this Lease on the basis that the Restoration Period will exceed the Maximum Restoration Period if
Landlord elects to merely repair the damage rather than redevelop or improve the Project as a whole, and Landlord actually commences construction of the repair of such damage. The Restoration Period and the Maximum Restoration Period shall not be
extended by Force Majeure. In the event that the Lease terminates pursuant to the provisions of this Section 18 as a result of an earthquake, Tenant shall not be required to pay any deductibles as part of Operating Expenses in connection
with such earthquake. 
 Tenant may, at Tenant’s option, promptly re-enter the Premises and commence doing business
in accordance with this Lease upon Landlord’s completion of all repairs or restoration required to be done, by Landlord pursuant to this Section 18; provided, however, that Tenant shall nonetheless (and even if Tenant
does not re-enter the Premises) continue to be responsible for all of its obligations under this Lease. Notwithstanding the foregoing, Landlord may terminate this Lease if the Premises are damaged during the last 1 year of the Term and Landlord
reasonably estimates that it will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date of the casualty until the Premises are repaired and restored, in the
proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space in the Project during the period of repair that is suitable for the temporary
conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate the Lease by reason of damage or casualty loss. 

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









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

20.       Events of Default.  Each of the following events shall be a default
(“Default”) by Tenant under this Lease: 
 (a)        Payment
Defaults.  Tenant shall fail to pay any installment of Rent or any other payment hereunder when due; provided, however, that Tenant’s first failure to pay any installment of Rent or any other payment hereunder
otherwise due in any 12 calendar month period shall not constitute a Default unless such payment is not made within 5 days after written notice from Landlord to Tenant and Tenant agrees that such notice shall be in lieu of and not in addition to, or
shall be deemed to be, any notice required by law. 

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

(c)        Abandonment.  Tenant shall abandon the Premises. 

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

(e)        Liens.  Tenant shall fail to discharge or otherwise obtain the
release of any lien placed upon the Premises in violation of this Lease within 10 days after any such lien is filed against the Premises. 
 (f)        Insolvency Events.  Tenant or any guarantor or surety of Tenant’s obligations hereunder shall: (A) make a general assignment for the
benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a “Proceeding for
Relief”), (C) become the subject of any Proceeding for Relief which is not dismissed within 90 days of its filing or entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved
or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity). 








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

(h)        Other Defaults.  Tenant shall fail to comply with any
provision of this Lease other than those specifically referred to in this Section 20, and, except as otherwise expressly provided herein, such failure shall continue for a period of 10 days after written notice thereof from Landlord to
Tenant. 
 Any notice given under Section 20(h) hereof shall: (i) specify the alleged default,
(ii) demand that Tenant cure such default, (iii) be in lieu of, and not in addition to, or shall be deemed to be, any notice required under any provision of applicable law, and (iv) not be deemed a forfeiture or a termination of this
Lease unless Landlord elects otherwise in such notice; provided that if the nature of Tenants default pursuant to Section 20(h) is such that it cannot be cured by the payment of money and reasonably requires more than 10 days to
cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said 10 day period and thereafter diligently prosecutes the same to completion; provided, however, that such cure shall be completed no later
than 30 days from the date of Landlord’s notice. 
 21.       Landlord’s
Remedies. 
 (a)        Payment By Landlord; interest.  Upon
a Default by Tenant hereunder, Landlord may, without waiving or releasing any obligation of Tenant hereunder, make such payment or perform such act. All sums so paid or incurred by Landlord, together with interest thereon, from the date such sums
were paid or incurred, at the annual rate equal to 12% per annum or the highest rate permitted by law (the “Default Rate”), whichever is less, shall be payable to Landlord on demand as Additional Rent. Nothing herein shall be
construed to create or impose a duty on Landlord to mitigate any damages resulting from Tenant’s Default hereunder. 

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

(c)        Remedies.  Upon the occurrence of a Default, Landlord, at its
option, without further notice or demand to Tenant, shall have in addition to all other rights and remedies provided in this Lease, at law or in equity, the option to pursue any one or more of the following remedies, each and all of which shall be
cumulative and nonexclusive, without any notice or demand whatsoever. 
 (i)     Terminate this
Lease, or at Landlord’s option, Tenants right to possession only, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have
for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim for damages
therefor; 
 (ii)     Upon any termination of this Lease, whether pursuant to the foregoing
Section 21(c)(i) or otherwise. Landlord may recover from Tenant the following: 








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

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

(C)        The worth at the time of award of the amount by which the unpaid rent for the
balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus 
 (D)        Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or
which in the ordinary course of things would be likely to result therefrom, specifically including, but not limited to, brokerage commissions and advertising expenses incurred, expenses of remodeling the Premises or any portion thereof for a new
tenant, whether for the same or a different use, and any special concessions made to obtain a new tenant; and 

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

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

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

(v)     independent of the exercise of any other remedy of Landlord hereunder or under applicable law,
Landlord may conduct an environmental test of the Premises as generally described in Section 30(d) hereof, at Tenant’s expense. 
 (d)        Effect of Exercise.    Exercise by Landlord of any remedies hereunder or otherwise available shall not be deemed to be an acceptance of
surrender of the Premises and/or a termination of this Lease by Landlord, it being understood that such surrender and/or termination can be effected only by the express written agreement of Landlord and Tenant. Any law, usage, or custom to the
contrary notwithstanding, Landlord shall have the right at all times to enforce the provisions of this Lease in strict accordance with the terms hereof; and the failure of Landlord at any time to enforce its rights under this Lease strictly in
accordance with same shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions, and covenants of this Lease or as having 








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modified the same and shall not be deemed a waiver of Landlord’s right to enforce one or more of its rights in connection with any subsequent default. A receipt by Landlord of Rent or other
payment with knowledge of the breach of any covenant hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord.
Following a Default by Tenant under this Lease and Tenants failure to cure such Default within the applicable cure period prescribed in this Lease, to the greatest extent permitted by law, Tenant waives the service of notice of Landlord’s
intention to re-enter, re-take or otherwise obtain possession of the Premises as provided in any statute, or to institute legal proceedings to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment or by
warrant of any court or judge. Any reletting of the Premises or any portion thereof shall be on such terms and conditions as Landlord in its sole discretion may determine. Landlord shall not be liable for, nor shall Tenant’s obligations
hereunder be diminished because of, Landlord’s failure to relet the Premises or collect rent due in respect of such reletting or otherwise to mitigate any damages arising by reason of Tenant’s Default. 

22.        Assignment and Subletting. 

(a)        General Prohibition. Without Landlord’s prior written consent
subject to and on the conditions described in this Section 22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any -part thereof or mortgage, pledge, or
hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or
other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 49% or more of the issued and outstanding shares or other ownership interests of such
corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual-owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were
not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this
Section 22. Notwithstanding the foregoing, (a) any public offering of shares or other ownership interest in Tenant shall not be deemed an assignment and (b) Tenant shall have the right to obtain financing from investors
(including venture capital funding and corporate partners) which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that
(i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the
use-contemplated by Tenant at the commencement of the Term. 

(b)        Permitted Transfers.  if Tenant desires to assign, sublease,
hypothecate or otherwise transfer this Lease or sublet the Premises other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45 business days, before the date Tenant desires the assignment
or sublease to be effective (the “Assignment Date”), Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of
the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all
material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration
whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice: (i) grant such consent, (ii) refuse such consent, in its reasonable discretion, or
(iii) with respect to an assignment of this Lease or sublease of substantially all of the Premises, terminate this Lease as of the Assignment Date (an “Assignment Termination”). Among other reasons, it shall be reasonable for
Landlord to withhold its consent in any of these circumstances: (1) the proposed assignee or subtenant is a governmental agency; (2) in Landlord’s reasonable judgment, the use of the Premises by the proposed assignee or subtenant
would entail any alterations that would lessen the value of the leasehold improvements in the 








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Premises, or would require increased services by Landlord; (3) in Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in areas of scientific research or other
business concerns that are controversial; (4) in Landlord’s reasonable judgment, the proposed assignee or subtenant lacks the creditworthiness to support the financial obligations it will incur under the proposed assignment or sublease;
(5) in Landlord’s reasonable judgment, the proposed assignee or subtenant is inconsistent with the desired tenant-mix or quality of other tenancies in the Project or is inconsistent with the type and quality of the nature of the Building;
(6) Landlord has received from any prior landlord to the proposed assignee or subtenant a negative report concerning such prior landlord’s experience with .the proposed assignee or subtenant; (7) Landlord has experienced previous
defaults by or is in litigation with the proposed assignee or subtenant; (8) the use of the Premises by the proposed assignee or subtenant will violate any applicable Legal Requirements; (9) the proposed assignee or subtenant is an entity
with whom Landlord has agreed to a letter of intent to lease space in the Project; or (10) the proposed assignment or sublease is prohibited by Landlord’s lender. If Landlord delivers notice of its election to exercise an Assignment
Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination, If Tenant withdraws such
Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date. No failure of Landlord to
exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer. Tenant shall pay to Landlord
a fee equal to One Thousand Five Hundred Dollars ($1,500) in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. 

Notwithstanding the foregoing, (i) Landlord’s consent to an assignment of this Lease or a subletting of any portion of
the Premises to any entity controlling, controlled by or under common control with Tenant shall not be required, provided that Landlord shall have the right to approve the form of any such sublease or assignment, which consent shall not be
unreasonably withheld or delayed, and (ii) Tenant shall have the right to undergo a deemed assignment due to change in control or assign this Lease, upon 30 days prior written notice to Landlord but without obtaining Landlord’s prior
written consent, to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of
Tenant provided that (A) such merger or consolidation, or such acquisition or assumption, as the case may be, is for a good business purpose and not principally for the purpose of transferring the Lease, and (B) the net worth (as
determined in accordance with generally accepted accounting principles (“GAAP”)) of the assignee is not less than the net worth (as determined in accordance with GAAP) of Tenant as of the date of Tenant’s most current quarterly
or annual financial statements, and (C) such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease arising after the effective date of the assignment (a “Permitted Assignment”).
Notwithstanding anything in this Section 22(b) to the contrary, Landlord shall not have the right to elect an Assignment Termination in connection with a Permitted Assignment. 

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

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

(ii)        A list of Hazardous Materials, certified by the proposed assignee or sublessee
to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all 








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

(d)        No Release of Tenant, Sharing of Excess
Rents.    Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times remain fully and primarily responsible and liable for the payment of
Rent and for compliance with all of Tenants other obligations under this Lease. Except with respect to a Permitted Assignment, if the Rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or
assignment plus any bonus or other consideration therefor or incident thereto in any form attributable to the assignment or sublease) exceeds the sum of the rental payable under this Lease, (excluding however, any Rent payable under this Section and
actual and reasonable brokerage fees, legal costs and any design or construction fees directly related to and required pursuant to the terms of any such sublease) (“Excess Rent”), then Tenant shall be bound and obligated to pay
Landlord as Additional Rent hereunder 50% of such Excess Rent within 10 days following receipt thereof by Tenant. If Tenant shall sublet the Premises or any part thereof, Tenant hereby immediately and irrevocably assigns to Landlord, as security for
Tenant’s obligations under this Lease, all rent from any such subletting, and Landlord as assignee and as attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and apply it toward
Tenant’s obligations under this Lease; except that, until the occurrence of a Default, Tenant shall have the right to collect such rent. 
 (e)        No Waiver.  The consent by Landlord to an assignment or subletting shall not relieve Tenant or any assignees of this Lease or any sublessees of
the Premises from obtaining the consent of Landlord to any further assignment or subletting nor shall it release Tenant or any assignee or sublessee of Tenant from full and primary liability under the Lease. The acceptance of Rent hereunder, or the
acceptance of performance of any other term, covenant, or condition thereof, from any other person or entity shall not be deemed to be a waiver of any of the provisions of this Lease or a consent to any subletting, assignment or other transfer of
the Premises. 
 (f)        Prior Conduct of Proposed Transferee.
Notwithstanding any other provision of this Section 22, if (i) the proposed assignee or sublessee of Tenant has been required by any prior landlord, lender or Governmental Authority to take remedial action in connection with
Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to an enforcement order issued by any
Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental
Authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Landlord would be targeted as a responsible party in connection with the remediation of such
pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Landlord shall have the absolute right to refuse to consent to any assignment or
subletting to any such party. 
 23.        Estoppel
Certificate.    Tenant shall, within 10 business days of written notice from Landlord, execute, acknowledge and deliver a statement in writing in any form reasonably requested by a proposed lender or purchaser,
(i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full









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force and effect) and the dates to which the rental and other charges are paid in advance, if any, (ii) acknowledging that there are not any uncured defaults on the part of Landlord
hereunder, or specifying such defaults if any are claimed, and (iii) setting forth such further information with respect to the status of this Lease or the Premises as may be requested thereon. Any such statement may be relied upon by any
prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part. Tenant’s failure to deliver such statement within such time shall, at the option of Landlord, constitute a Default under this
Lease after the expiration of the notice and cure period set forth in Section 20(g), and, in any event, shall be conclusive upon Tenant that the Lease is in full force and effect and without modification except as may be represented by
Landlord in any certificate prepared by Landlord and delivered to Tenant for execution. 

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

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

26.        Rules and Regulations.  Tenant shall, at all times during the
Term and any extension thereof, comply with all reasonable rules and regulations at any time or from time to time established by. Landlord covering use of the Premises and the Project. The current rules and regulations are attached hereto as
Exhibit E. If there is any conflict between said rules and regulations and other provisions of this Lease, the terms and provisions of this Lease shall control. Landlord shall not have any liability or obligation for the breach of any
rules or regulations by other tenants in the Project and shall not enforce such rules and regulations in a discriminatory manner. 
 27.        Subordination.  This Lease and Tenant’s interest and rights hereunder are hereby made and shall be subject and subordinate at all times to
the lien of any Mortgage now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity
of any further instrument or act on the part of Tenant; provided, however that so long as there is no Default hereunder, Tenant’s right to possession of the Premises shall not be disturbed by the Holder of any such Mortgage.
Tenant agrees, at the election of the Holder of any such Mortgage, to attorn to any such Holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination, and such instruments of attornment as
shall be requested by any such Holder, provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in this Section 27 and Section 24 hereof.
Notwithstanding the foregoing, any such Holder may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to
their respective dates of execution, delivery or recording and in that event such Holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such Mortgage and
had been assigned to such Holder. The term “Mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “Holder” of a
Mortgage shall be deemed to include the beneficiary under a deed of trust. 

28.        Surrender.  Upon the expiration of the Term or earlier
termination of Tenant’s right of possession, Tenant shall surrender to Landlord (i) Premises West in the same condition as existed on March 1, 2004 (i.e. the commencement date under the Oscient Sublease), subject to any Alterations or
Installations permitted by Landlord to remain in Premises West (including Landlord’s Work and any alterations existing on the Commencement Date, which may remain in the Premises), free of Hazardous Materials brought upon, kept, used, stored,
handled, treated, generated in, or released or disposed of from, Premises West on or after March 1, 2004 by any person other than a Landlord Party (collectively, “Premises West Tenant HazMat Operations”) and released of all
Hazardous Materials Clearances, broom clean, ordinary wear and tear and casualty loss and condemnation covered by Sections 18 and 19 excepted and (ii) Premises East in the same conditions as existed on December 8, 2001
(i.e. the 








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commencement date under the Premises East Lease), subject to any Alterations or Installations permitted by Landlord to remain in Premises East (including Landlord’s Work and any alterations
existing on the Commencement Date, which may remain in the Premises), free of Hazardous Materials brought upon, kept, used, stored, handled, treated, generated in, or released or disposed of from, Premises East on or after December 8, 2001 by
any person other than a Landlord Party (collectively, “Premises East Tenant HazMat Operations” and together with Premises West Tenant HazMat operations, “Tenant HazMat Operations”) and released of all Hazardous
Materials Clearances, broom clean, ordinary wear and tear and casualty loss and condemnation covered by Sections 18 and 19 excepted. At least 3 months prior to the surrender of the Premises, Tenant shall deliver to Landlord a
narrative description of the actions proposed (or required by any Governmental Authority) to be taken by Tenant in order to surrender the Premises (including any Installations permitted by Landlord to remain in the Premises) at the expiration or
earlier termination of the Term, free from any residual impact from the Tenant HazMat Operations and otherwise released for unrestricted use and occupancy (the “Surrender Plan”). Such Surrender Plan shall be accompanied by a current
listing of (i) all Hazardous Materials licenses and permits held by or on behalf of any Tenant Party with respect to the Premises, and (ii) all Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the
Premises, and shall be subject to the review and approval of Landlord’s environmental consultant, such approval not to be unreasonably withheld or delayed. In connection with the review and approval of the Surrender Plan, upon the request of
Landlord, Tenant shall deliver to Landlord or its consultant such additional non-proprietary information concerning Tenant HazMat Operations as Landlord shall request. On or before such surrender, Tenant shall deliver to Landlord evidence that the
approved Surrender Plan shall have been satisfactorily completed and Landlord shall have the right, subject to reimbursement at Tenant’s expense as set forth below, to cause Landlord’s environmental consultant to inspect the Premises and
perform such additional procedures as may be deemed reasonably necessary to confirm that the Premises are, as of the effective date of such surrender or early termination of the Lease; free from any residual impact from Tenant HazMat Operations.
Tenant shall reimburse Landlord, as Additional Rent, for the actual reasonable out-of pocket expense incurred by Landlord for Landlord’s environmental consultant to review and approve the Surrender Plan and to visit the Premises and verify
satisfactory completion of the same, which cost shall not exceed $2,500. Landlord shall have the unrestricted right to deliver such Surrender Plan and any report by Landlord’s environmental consultant with respect to the surrender of the
Premises to third parties. 
 If Tenant shall fail to prepare or submit a Surrender Plan approved by Landlord, or if
Tenant shall fail to complete the approved Surrender Plan, or if such Surrender Plan, whether or not approved by Landlord, shall fail to adequately address any residual effect of Tenant HazMat Operations in, on or about the Premises, Landlord shall
have the right to take such actions as Landlord may deem reasonable or appropriate to assure that the Premises and the Project are surrendered free from any residual impact from Tenant HazMat Operations, the cost of which actions shall be reimbursed
by Tenant as Additional Rent, without regard to the limitation set forth in the first paragraph of this Section 28, Tenant shall immediately return to Landlord all keys and/or access cards to parking, the Project, restrooms or all or any
portion of the Premises furnished to or otherwise procured by Tenant. If any such access card or key is lost, Tenant shall pay to Landlord, at Landlord’s election, either the cost of replacing such lost access card or key or the cost of
reprogramming the access security system in which such access card was used or changing the lock or locks opened by such lost key. Any Tenant’s Property, Alterations and property not so removed by Tenant as permitted or required herein shall be
deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant’s expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord’s retention and/or disposition of such property. All
obligations of Tenant hereunder not fully performed as of the termination of the Term, including the obligations of Tenant under Section 30 hereof, shall survive the expiration or earlier termination of the Term, including, without
limitation, indemnity obligations, payment obligations with respect to Rent and obligations concerning the condition and repair of the Premises. 
 29.        Waiver of Jury Trial.  TO THE EXTENT PERMITTED BY LAW, TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT ARISING OUT OF THIS LEASE OR ANY OTHER 








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INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. 

30.        Environmental Requirements. 

(a)        Prohibition/Compliance/Indemnity.  Tenant shall not cause or
permit any Hazardous Materials (as hereinafter defined) to be brought upon, kept, used, stored, handled, treated, generated in or about, or released or disposed of from, the Premises or the Project in violation of applicable Environmental
Requirements (as hereinafter defined) by Tenant or any Tenant Party. If Tenant breaches the obligation stated in the preceding sentence, or if the presence of Hazardous Materials in the Premises results in contamination of the Premises, the Project
or any adjacent property or if contamination of the Premises, the Project or any adjacent property by Hazardous Materials brought into, kept, used, stored, handled, treated, generated in or about, or released or disposed of from, the Premises by
anyone other than Landlord and Landlord’s employees, agents and contractors otherwise occurs during the Term or any holding over, Tenant hereby indemnifies and shall defend and hold Landlord, its officers, directors, employees, agents and
contractors harmless from any and all actions (including, without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, damages
(including, without limitation, punitive damages and damages based upon diminution in value of the Premises or the Project, or the loss of, or restriction on, use of the Premises or any portion of the Project), expenses (including, without
limitation, attorneys’, consultants’ and experts’ fees, court costs and amounts paid in settlement of any claims or actions), fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief (whether
or not based upon personal injury, property damage, or contamination of, or adverse effects upon, the environment, water tables or natural resources), liabilities or losses (collectively, “Environmental Claims”) which arise as a
result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal, or restoration work required
by any federal, state or local Governmental Authority because of Hazardous Materials, present in the air, soil or ground water above, on, or under the Premises. Without limiting the foregoing, if the presence of any Hazardous Materials on the
Premises, the Project or any adjacent property caused by or permitted by Tenant or any Tenant Party results in any contamination of the Premises, the Project or any adjacent property, Tenant shall promptly take all actions at its sole expense and in
accordance with applicable Environmental Requirements as are necessary to return the Premises, the Project or any adjacent property to the condition existing prior to the time of such contamination, provided that Landlord’s approval of such
action shall first be obtained, which approval shall not unreasonably be withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises or the Project. Notwithstanding anything to the
contrary contained in Section 28 or this Section 30, Tenant shall not be responsible for or have any liability to Landlord, and the indemnification and hold harmless obligation set forth in this paragraph shall not apply to
Hazardous Materials in the Premises, which Hazardous Materials Tenant proves to Landlord’s reasonable satisfaction (i) existed prior to March 1, 2004 (i.e. the commencement date under the Oscient Sublease), as to the Premises West,
and December 8, 2001 (i.e., the commencement date under the Premises East Lease), as to the Premises East, (ii) originated from any separately demised tenant space within the Project other than the Premises, (iii) were not brought
upon, kept, used, stored, handled, treated, generated in, or released or disposed of from, the Project by Tenant or any Tenant Party, or (iv) migrated from outside the Premises into the Premises, unless in each case, to the extent the presence
of such Hazardous Materials (x) is the result of a breach by Tenant of any of its obligations under this Lease, or (y) was caused, contributed to or exacerbated by Tenant or any Tenant Party. 

(b)        Business.  Landlord acknowledges that it is not the intent of
this Section 30 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly
monitored according to all then applicable Environmental Requirements. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to September 15,
2010 a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed 








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of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal
of such Hazardous Materials on or from the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year, Tenant shall deliver to Landlord true and correct copies of
the following documents (the “Haz Mat Documents”) relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials prior to September 15, 2010, or if unavailable at that time, concurrent
with the receipt from or submission to a Governmental Authority: permits: approvals; reports and correspondence; storage and management plans, notice of violations of any Legal Requirements; plans relating to the installation of any storage tanks to
be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given Tenant its written consent to do sc, which consent may be withheld in Landlord’s sole and absolute discretion);
all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks; and a Surrender Plan (to the extent
surrender in accordance with Section 28 cannot be accomplished in 3 months). Tenant is not required, however, to provide Landlord with any portion(s) of the Haz Mat Documents containing information of a proprietary nature which, in
and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. It is not the intent of this Section to provide Landlord with information which could be detrimental to Tenant’s business should such information
become possessed by Tenant’s competitors. 
 (c)        Tenant
Representation and Warranty.  Tenant hereby represents and warrants to Landlord that (i) neither Tenant nor any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any time to
take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant of such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question,
and- (ii) Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any
order related to the failure to make a required reporting to any Governmental’ Authority). If Landlord determines that this representation and warranty was not true as of the date of this lease, Landlord shall have the right to terminate this
Lease in Landlord’s sole and absolute discretion. 

(d)        Testing.  In accordance with the provisions of
Section 32, Landlord shall have the right to conduct annual tests of the Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the
cost of such annual test of the Premises if there is a violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant
conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for by Tenant. In
addition, at any time, and from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a
result of Tenant’s use of the Premises, in connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the
Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of
such tests (which shall not constitute an Operating Expense), Landlord shall provide Tenant with a copy of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or
warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements.
Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant. 
 (e)        Underground Tanks.  If underground or other storage tanks storing Hazardous Materials located on the Premises or the Project are used by Tenant or
are hereafter placed on the Premises or the Project by Tenant, Tenant shall install, use, monitor, operate, maintain, upgrade and 








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manage such storage tanks, maintain appropriate records, obtain and maintain appropriate insurance, implement reporting procedures, properly close any underground storage tanks, and take or cause
to be taken all other actions necessary or required under applicable state and federal Legal Requirements, as such now exists or may hereafter be adopted or amended in connection with the installation, use, maintenance, management, operation,
upgrading and closure of such storage tanks. 
 (f)        Tenant’s
Obligations.  Tenant’s obligations under this Section 30 shall survive the expiration or earlier termination of the Lease. During any period of time after the expiration or earlier termination of this Lease required by
Tenant or Landlord to complete the removal from the Premises of any Hazardous Materials (including, without limitation, the release and termination of any licenses or permits restricting the use of the Premises and the completion of the approved
Surrender Plan), Tenant shall continue to pay the full Rent in accordance with this Lease for any portion of the Premises not relet by Landlord in Landlord’s sole discretion, which Rent shall be prorated daily. 

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

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

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

32.        Inspection and Access.  Landlord and its agents,
representatives, and contractors may enter the Premises at any reasonable time to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease. Landlord and Landlord’s representatives may enter the
Premises during business hours on not less than 48 hours advance written notice (except in the case of emergencies in which case no such notice shall be required and such entry may be at any time) for the purpose of effecting any such repairs,
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purchasers and, during the last year of the Term, to prospective tenants; provided, however, Landlord may show the Premises to prospective tenants only in the last 9 months of the
Term. Landlord may erect a suitable sign on the Premises stating the Premises are available to let or that the Project is available for sale. Landlord may grant easements, make public dedications, designate Common Areas and create restrictions on or
about the Premises, provided that no such easement, dedication, designation or restriction materially, adversely affects Tenant’s use or occupancy of the Premises for the Permitted Use. At Landlord’s request, Tenant shall execute such
instruments as may be necessary for such easements, dedications or restrictions. Tenant shall at all times, except in the case of emergencies, have the right to escort Landlord or its agents, representatives, contractors or guests while the same are
in the Premises, provided such escort does not materially and adversely affect Landlord’s access rights hereunder. 

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

34.        Force Majeure.  Landlord shall not be responsible or liable for
delays in the performance of its obligations hereunder when caused by, related to, or arising out of acts of God, sinkholes or subsidence, strikes, lockouts, or other labor disputes, embargoes, quarantines, weather, national, regional, or local
disasters, calamities, or catastrophes, inability to obtain labor or materials (or reasonable substitutes therefor) at reasonable costs or failure of, or inability to obtain, utilities necessary for performance, governmental restrictions, orders,
limitations, regulations, or controls, national emergencies, delay in issuance or revocation of permits, enemy or hostile governmental action, terrorism, insurrection, riots, civil disturbance or commotion, fire or other casualty, and other causes
or events beyond the reasonable control of Landlord (“Force Majeure”). 

35.        Brokers.  Landlord and Tenant each represents and warrants that
it has not dealt with any broker, agent or other person (collectively, “Broker”) in connection with this transaction and that no Broker brought about this transaction, other than Cresa Partners. Landlord and Tenant each hereby agree
to indemnify and hold the other harmless from and against any claims by any Broker, other than the broker, if any named in this Section 35, claiming a commission or other form of compensation by virtue of having dealt with Tenant or
Landlord, as applicable, with regard to this leasing transaction. Landlord shall be responsible for all fees of Broker arising out of the execution of this Lease in accordance with the terms of a separate written agreement between Broker and
Landlord. 
 36.        Limitation on Landlord’s
Liability.  NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR IN ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT TO THE CONTRARY: (A) LANDLORD SHALL NOT BE LIABLE TO TENANT OR ANY OTHER PERSON FOR (AND TENANT AND EACH SUCH OTHER PERSON
ASSUME ALL RISK OF) LOSS, DAMAGE OR INJURY, WHETHER ACTUAL OR CONSEQUENTIAL TO: TENANT’S PERSONAL PROPERTY OF EVERY KIND AND DESCRIPTION, INCLUDING, WITHOUT LIMITATION TRADE FIXTURES, EQUIPMENT, INVENTORY, SCIENTIFIC RESEARCH, SCIENTIFIC
EXPERIMENTS, LABORATORY ANIMALS, PRODUCT, SPECIMENS, SAMPLES, AND/OR SCIENTIFIC, BUSINESS, ACCOUNTING AND OTHER RECORDS OF EVERY KIND AND DESCRIPTION KEPT AT THE PREMISES AND ANY AND ALL INCOME DERIVED OR DERIVABLE THEREFROM; (B) THERE SHALL BE
NO PERSONAL RECOURSE TO LANDLORD FOR ANY ACT OR OCCURRENCE IN, ON OR ABOUT THE PREMISES OR ARISING IN ANY WAY UNDER THIS LEASE OR ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ANY LIABILITY OF LANDLORD
HEREUNDER SHALL BE STRICTLY LIMITED SOLELY TO LANDLORD’S INTEREST IN THE PROJECT OR ANY PROCEEDS FROM SALE OR CONDEMNATION THEREOF 








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AND ANY INSURANCE PROCEEDS PAYABLE IN RESPECT OF LANDLORD’S INTEREST IN THE PROJECT OR IN CONNECTION WITH ANY SUCH LOSS; AND (C) IN NO EVENT SHALL ANY PERSONAL LIABILITY BE ASSERTED
AGAINST LANDLORD IN CONNECTION WITH THIS LEASE NOR SHALL ANY RECOURSE BE HAD TO ANY OTHER PROPERTY OR ASSETS OF LANDLORD OR ANY OF LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. UNDER NO CIRCUMSTANCES SHALL LANDLORD OR ANY OF
LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE FOR INJURY TO TENANT’S BUSINESS OR FOR ANY LOSS OF INCOME OR PROFIT THEREFROM. 

37.        Severability.  If any clause or provision of this Lease is
illegal, invalid or unenforceable under present or future laws, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. It is also the intention of the parties to this Lease
that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in effect to such illegal, invalid or unenforceable clause or provision as
shall be legal, valid and enforceable. 
 38.        Signs; Exterior
Appearance.  Tenant shall not, without the prior written consent of Landlord, which may be granted or withheld in Landlord’s sole discretion: (i) attach any awnings, exterior lights, decorations, balloons, flags, pennants,
banners, painting or other projection to any outside wall of the Project, (ii) use any curtains, blinds, shades or screens other than Landlord’s standard window coverings, (iii) coat or otherwise sunscreen the interior or exterior of
any windows, (iv) place any bottles, parcels, or other articles on the window sills, (v) place any equipment, furniture or other items of personal property on any exterior balcony, or (vi) paint, affix or exhibit on any part of the
Premises or the Project any signs, notices, window or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises. Interior signs on doors and the directory tablet shall be inscribed,
painted or affixed for Tenant by Landlord at the sole cost and expense of Tenant, and shall be of a size, color and type acceptable to Landlord. Nothing may be placed on the exterior of corridor walls or corridor doors other than Landlord’s
standard lettering. The directory tablet shall be provided exclusively for the display of the name and location of tenants. Tenant shall be entitled to retain all of its signage existing at the Project as of the Commencement Date. 

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

(a)        Extension Rights.  Tenant shall have 1 right (an
“Extension Right”) to extend the term of this Lease with respect to the entire Premises subject to this Lease at the time the Extension Right is exercised for 3 years (an “Extension Term”) on the same terms and
conditions as this Lease (other than with respect to Base Rent and Tenant’s Share) by giving Landlord written notice of its election to exercise the Extension Right at least 9 months prior, and no earlier than 12 months prior, to the expiration
of the Base Term of the Lease. 
 Notwithstanding anything to the contrary contained in this Lease, if Tenant exercise its
Extension Right hereunder, commencing on May 1, 2015, Tenant’s Share of each earthquake deductible or occurrence of uninsured earthquake damage affecting the Premises shall not exceed $7.50 per rentable square foot of the Premises (the
“Extension Cap”). On June 1, 2015, and on the first day of each month thereafter, the Extension Cap shall be reduced by $0.125 per rentable square foot of the Premises. Following earthquake damage to the Project during the
Extension Term, Tenant shall pay Tenant’s Share of any such deductible or uninsured damage in equal monthly installments amortized over the balance of the Term of the Lease. 

Upon the commencement of the Extension Term, Base Rent shall be payable at the Market Rate (as defined below). Base Rent shall
thereafter be adjusted on each annual anniversary of the commencement of such Extension Term by a percentage as determined by Landlord and agreed to by Tenant at the time the Market Rate is determined. As used herein, “Market Rate”
shall mean the then market rental rate as determined by Landlord and agreed to by Tenant. 








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 If, on or before the date which is 120 days prior to the expiration of the Base
Term of this Lease, Tenant has not agreed with Landlord’s determination of the Market Rate and the rent escalations during the Extension Term after negotiating in good faith, Tenant may by written notice to Landlord not later than 120 days
prior to the expiration of the Base Term of this Lease, or the expiration of any then effective Extension Term, elect arbitration as described in Section 39(b) below. If Tenant does not elect such arbitration, Tenant shall be deemed to
have waived any right to extend, or further extend, the Term of the Lease and all of the remaining Extension Rights shall terminate. 
 (b)        Arbitration. 

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

(ii)        The decision of the Arbitrator(s) shall be made within 30 days after the
appointment of a single Arbitrator or the third Arbitrator, as applicable. The decision of the single Arbitrator shall be final and binding upon the parties. The average of the two closest Arbitrators in a three Arbitrator panel shall be final and
binding upon the parties. Each party shall pay the fees and expenses of the Arbitrator appointed by or on behalf of such party and the fees and expenses of the third Arbitrator shall be borne equally by both parties. If the Market Rate and
escalations are not determined by the first day of the Extension Term, then Tenant shall pay Landlord Base Rent in an amount equal to the Base Rent in effect immediately prior to the Extension Term and increased by 3% until such determination is
made. After the determination of the Market Rate and escalations, the parties shall make any necessary adjustments to such payments made by Tenant. Landlord and Tenant shall then execute an amendment recognizing the Base Rate and escalations for the
Extension Term. 
 (iii)        An “Arbitrator” shall be any
person appointed by or on behalf of either party or appointed pursuant to the provisions hereof and: (i) shall be (A) a member of the American Institute of Real Estate Appraisers with not less than 10 years of experience in the appraisal
of improved office and high tech industrial real estate in the South San Francisco, California area, or (B) a licensed commercial real estate broker with not less than 15 years experience representing landlords and/or tenants in the leasing of
high tech or life sciences space in the South San Francisco, California area, (ii) devoting substantially all of their time to professional appraisal or brokerage work, as applicable, at the time of appointment and (iii) be in all respects
impartial and disinterested. 
 (c)        Rights Personal.  The
Extension Right is personal to Tenant and is not assignable without Landlord’s consent, which may be granted or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to an assignment of Tenant’s
interest in the Lease, except that it may be assigned in connection with any Permitted Assignment of this Lease. 

(d)        Exceptions.    Notwithstanding anything set forth
above to the contrary, the Extension Right shall not be in effect and Tenant may not exercise the Extension Right: 








  7000 Shoreline/Fluidigm - Page
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 (i)        during any period of time that
Tenant is in Default under any provision of this Lease; or 
 (ii)        if
Tenant has been in Default under any provision of this Lease 3 or more times, whether or not the Defaults are cured, during the 12 month period immediately prior to the date that Tenant intends to exercise the Extension Right, whether or not the
Defaults are cured. 
 (e)        No Extensions.  The period of
time within which the Extension Right may be exercised shall not be extended or enlarged by reason of Tenants inability to exercise the Extension Right. 
 (f)        Termination.  The Extension Right shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the
Extension Right, if, after such exercise, but prior to the commencement date of the Extension Term, (i) Tenant fails to timely cure any default by Tenant under this Lease; or (ii) Tenant has Defaulted 3 or more times during the period from
the date of the exercise of the Extension Right to the date of the commencement of the Extension Term, whether or not such Defaults are cured. 
 40.        Give-Back.  On the later of (i) February 28, 2011 or (ii) the date that Landlord Substantially Completes Landlord’s Work (the
later of such dates, the “Give-Back Date”), this Lease shall terminate solely as it relates to the portion of Premises West containing approximately 8,268 RSF and shown on Exhibit A-3 attached hereto (the
“Give-Back Spaces”). Tenant shall surrender the Give-Back Space to Landlord in the condition required under this Lease on or before the Give-Back Date and thereafter, the parties shall have no further obligations under this Lease
with respect to the Give-Back Space except for any obligations intended to survive the termination of this Lease. Tenant shall be entitled to surrender the Give-Back Space without removing or restoring any alterations currently in the Give-Back
Space and without improving the condition of the Give-Back Space from its condition as of the Commencement Date. Notwithstanding anything to the contrary herein, commencing one (1) day after the Give-Back Date, the “Premises” shall
not include the Give-Back Space and the rentable area of the Premises shall be 29,228 RSF thereafter. If Tenant fails to surrender the Give-Back Space to Landlord in the condition required by this Section 40 on or before the Give-Back
Date, then such failure shall be deemed a holdover of Tenant in the Give-Back Space as set forth in Section 8 above; provided, that, in addition to Base Rent, Tenant shall pay holdover rent applicable to the Give-Back Space equal to
$20,350.45 per month. 
 41.        Shared Area. 

(a)        License.  Landlord hereby grants to Tenant, and Tenant hereby
accepts, a non-exclusive license (“License”) to use the gym on the second floor of the Building and the common break room on the first floor of the Building being more particularly described on Exhibit D (collectively,
the “Shared Area”), subject to the terms and provisions of this Section 40, during normal business hours. 
 (b)        Use.  Tenant shall exercise its rights under this Section 40 and use the Shared Area in a manner that complies with all applicable
Legal Requirements and any and all reasonable rules and regulations which may be adopted by Landlord from time to time for the use of the Shared Area by all parties entitled to use the same and which shall be applied to all users of the Shared Area
in a non-discriminatory manner. 
 Tenant shall use the Shared Area in a manner that will not interfere with the rights of
any other tenants, other licensees or Landlord’s service providers, Landlord assumes no responsibility for enforcing Tenant’s rights or for protecting the Shared Area from interference or use from any person including, without limitation,
other tenants or licensees of the Project. Landlord may terminate the License granted to Tenant hereunder at any time during the Term for Tenants failure to comply, with the terms of this Section 41 or any rules and regulations adopted
by Landlord with respect to the Shared Area, which failure continues for more than 3 business days after Landlord delivers written notice thereof to Tenant. 








  7000 Shoreline/Fluidigm - Page
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 Tenant’s use of the Shared Area shall be at Tenant’s risk and Landlord
shall have no responsibility or liability to Tenant for Tenants use thereof. Landlord shall maintain the Shared Area in substantially the condition existing as of the Commencement Date; provided, that, Landlord reserves the right to relocate within
the Building or make minor changes, alterations and improvements to the Shared Area, so long as the Shared Area remains in substantially the same condition existing as of the Commencement Date. 

42.        Miscellaneous. 

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

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

(c)        Financial Information.  Tenant shall furnish Landlord with
true and complete copies of (i) Tenants most recent audited annual financial statements within 180 days of the end of each of Tenant’s fiscal years during the Term, (ii) Tenant’s most recent unaudited quarterly financial
statements within 45 days of the end of each of Tenant’s first three fiscal quarters of each of Tenant’s fiscal years during the Term, (iii) any other financial information or summaries that Tenant typically provides to its lenders.
Notwithstanding the foregoing, in no event shall Tenant be required to provide any of the foregoing financial information to Landlord if Tenant does not otherwise prepare it (or cause it to be prepared) for its own purposes. 

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

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

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

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








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

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

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

(l)        No Accord and Satisfaction.  No payment by Tenant or receipt
by Landlord of a lesser amount than the monthly installment of Base Rent or any Additional Rent will be other than on account of the earliest stipulated Base Rent and Additional Rent, nor will any endorsement or statement on any check or letter
accompanying a check for payment of any Base Rent or Additional Rent be an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or to pursue any other
remedy provided in this Lease. 
 (m)        Hazardous
Activities.  Notwithstanding any other provision of this Lease, Landlord, for itself and its employees, agents and contractors, reserves the right to refuse to perform any repairs or services in any portion of the Premises which,
pursuant to Tenant’s routine safety guidelines, practices or custom or prudent industry practices, require any form of protective clothing or equipment other than safety glasses. In any such case, Tenant shall contract with parties who are
acceptable to Landlord, in Landlord’s reasonable discretion, for all such repairs and services, and Landlord shall, to the extent required, equitably adjust Tenant’s Share of Operating Expenses in respect of such repairs or services to
reflect that Landlord is not providing such repairs or services to Tenant. 

(n)        Project Specific Requirements.  Tenant acknowledges that the
use and operation of the Project are governed by, among other things, CC&Rs and Environmental CC&Rs, and Tenant acknowledges having reviewed copies of the same. Tenant agrees to comply with all of the terms of the CC&Rs and Environmental
CC&Rs which are applicable to tenants of the Project including, without limitation, maintaining the insurance required under the Environmental CC&Rs. As used herein, (i) ”CC&Rs” mean that certain Amended and
Restated Declaration of Covenants, Conditions and Restrictions for Sierra Point recorded in the Official Records of San Mateo County on October 23, 1998, as amended, and (ii) ”Environmental CC&Rs” mean that certain
First Amended and Restated Declaration of Covenants, Conditions and Environmental Restrictions Relating to Environmental Compliance for Sierra Point, recorded in the Official Records of San Mateo County on October 20, 1999 as instrument
No.1999-176058. 








 7000 Shoreline/Fluidigm 
  

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

					
	TENANT:
	
	 FLUIDIGM CORPORATION,
 a
Delaware corporation

		
	By:	 	 /s/ Gajus V. Worthington

		
	Title:	 	 CEO

	
	LANDLORD:
	
	 ARE-SAN FRANCISCO NO. 17, LLC,

a Delaware limited liability company

	
	By: ALEXANDIA REAL ESTATE EQUITIES, L.P.,
	a Delaware limited partnership, its managing member
			
		 	By:	 	ARE-QRS CORP.,
		 		 	a Maryland corporation,
		 		 	its general partner
		
	 By:
	 	 /s/ Eric S. Johnson

		
		 	 Eric S. Johnson, Vice President,
	 Title:
	 	  Real Estate Legal Affairs











 7000 Shoreline/Fluidigm 
  

 EXHIBIT A-1 TO LEASE 
 DESCRIPTION OF PREMISES WEST 








 

 









 7000 Shoreline/Fluidigm 
  

 EXHIBIT A-2 TO LEASE 
 DESCRIPTION OF PREMISES EAST 








 

 









 7000 Shoreline/Fluidigm 
  

 EXHIBIT A-3 TO LEASE 
 DESCRIPTION OF GIVE-BACK SPACE 








 

 









 7000 Shoreline/Fluidigm 
  

 EXHIBIT B TO LEASE 
 DESCRIPTION OF PROJECT 
 CITY OF SOUTH SAN FRANCISCO 

PARCEL 1: 
 PARCEL C, AS SHOWN ON THAT
CERTAIN MAP ENTITLED, “PARCEL MAP 98-044 LANDS OF SIERRA POINT, LLC, CITY OF SOUTH SAN FRANCISCO”, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA, ON AUGUST 6, 1999, IN BOOK 71 OF PARCEL MAPS, AT
PAGE(S) 71 AND 72. 
 PARCEL 2: 

THOSE CERTAIN ACCESS EASEMENTS AS DESCRIBED IN THE FIRST AMENDMENT TO AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR SIERRA POINT RECORDED AUGUST 6, 1999, AS DOCUMENT NO, 1999-134787, AND RERECORDED OCTOBER 20, 1999, AS DOCUMENT NO. 1999-176057. 
 ASSESSOR’S
PARCEL NO. 015-010-570 JOINT PLANT NO. 015-001-010-02.04A 








 7000 Shoreline/Fluidigm 
  

 EXHIBIT C TO LEASE 

WORK LETTER 

THIS WORK LETTER (this “Work Letter”) is made and entered into by and between ARE-SAN FRANCISCO NO. 17,
LLC, a Delaware limited liability company (“Landlord”), and FLUIDIGM CORPORATION, a Delaware corporation (“Tenant”), and is attached to and made a part of this Lease. Any initially capitalized terms used
but not defined herein shall have the meanings given them in the Lease. 

1.        General Requirements. 

(a)        Tenant’s Authorized Representative.    Tenant
designates Vikram Jog and Nanci Salvucci (either such individual acting alone, “Tenant’s Representative”) as the only persons authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond
to or act upon any request, approval, inquiry or other communication (“Communication”) from or on behalf of Tenant in connection with this Work Letter unless such Communication is in writing from Tenant’s Representative. Tenant
may change either Tenant’s Representative at any time upon not less than 5 business days advance written notice to Landlord. Neither Tenant nor Tenant’s Representative shall be authorized to direct Landlord’s contractors in the
performance of Landlord’s Work (as hereinafter defined), 

(b)        Landlord’s Authorized
Representative.    Landlord designates Greg Gehlen, Radika Bunton, Todd Miller and Catie Paton (either such individual acting alone, “Landlord’s Representative”) as the only persons authorized to act for
Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other Communication from or on behalf of Landlord in connection with this Work Letter unless such Communication is in
writing from Landlord’s Representative. Landlord may change any Landlord’s Representative at any time upon not less than 5 business days advance written notice to Tenant. Landlord’s Representatives shall be the sole persons authorized
to direct Landlord’s contractors in the performance of Landlord’s Work. 

(c)        Architects, Consultants and
Contractors.      Landlord and Tenant hereby acknowledge and agree that: (i) the general contractor and any subcontractors for the Tenant improvements shall be selected by Landlord, subject to Tenant’s
approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) Dowler Gruman Architects shall be the architect (the “TI Architect”) for the Tenant Improvements. If requested by Tenant, Landlord
shall cause at least three (3) general contractors to bid for construction of the Tenant Improvements. All bids will be opened together with Landlord selecting the general contractor to construct the Tenant Improvements, subject to the approval
of Tenant not to be unreasonably withheld, conditioned or delayed. 

2.        Tenant Improvements. 

(a)        Tenant Improvements Defined.    As used herein,
“Tenant Improvements” shall mean all improvements to the Project of a fixed and permanent nature as shown on the TI Construction Drawings, as defined in Section 2(c) below, including laboratory casework, fume hoods,
lighting and flooring. Landlord and Tenant acknowledge and agree that the Tenant Improvements shall include fully demising and securing the Give-Back Space from the remainder of the Premises as shown on the Space Plan which work shall be performed
along with and as part of the remainder of the Tenant Improvements at Tenant’s sole cost and expense. Other than Landlord’s Work (as defined in Section 3(a) below, Landlord shall not have any obligation whatsoever with respect
to the finishing of the Premises for Tenant’s use and occupancy. 

(b)        Tenant’s Space Plans. Landlord and Tenant acknowledge and agree
that the plan prepared by the TI Architect attached to this Work Letter as Schedule 1 (the “Space Plan”) has been 








 7000 Shoreline/Fluidigm 
  

 
approved by both Landlord and Tenant. Landlord and Tenant further acknowledge and agree that any changes to the Space Plan requested by Tenant shall constitute a Change Request the cost of which
changes shall be paid for by Tenant. 
 (c)        Working Drawings.
Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings
shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written
comments on the TI Construction Drawings to Landlord not later than 5 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is consistent with the Space Plan without
submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments. Any disputes in connection
with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is consistent with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by
Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection
with the issuance of the TI Permit (as defined in Section 3(b) below), 

(d)        Approval and Completion. Upon any dispute regarding the design of the
Tenant Improvements, which is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of the Tenant Improvements, provided (i) Tenant acts
reasonably and such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be
payable out of the TI Fund (as defined in Section 5(d) below), and (iii) Tenant’s decision will not affect the base Building, structural components of the Building or any Building systems. Any changes to the TI Construction
Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof. 
 3.        Performance of Landlord’s Work. 
 (a)        Definition of Landlord’s Work. As used herein, “Landlord’s Work” shall mean the work of designing, permitting and constructing
the Tenant Improvements. 
 (b)        Commencement and Permitting.
Landlord shall promptly commence construction of the Tenant Improvements upon obtaining a building permit (the “TI Permit”) authorizing the construction of the Tenant Improvements consistent with the TI Construction Drawings
approved by Tenant. The cost of obtaining the TI Permit shall be payable from the TI Fund. Tenant shall reasonably assist Landlord in obtaining the TI Permit. If any Governmental Authority having jurisdiction over the construction of Landlord’s
Work or any portion thereof shall impose terms or conditions upon the construction thereof that: (i) are inconsistent with Landlord’s obligations hereunder, (ii) increase the cost of constructing Landlord’s Work, or
(iii) will materially delay the construction of Landlord’s Work, Landlord and Tenant shall reasonably and in good faith seek means by which to mitigate or eliminate any such adverse terms and conditions. Tenant will remove Tenant’s
personal property from and otherwise vacate portions of the Premises in order to allow for construction of Landlord’s Work in accordance with a mutually agreed upon phased construction schedule. Tenant’s failure to vacate portions of the
Premises in accordance with the agreed upon phased construction schedule shall constitute Tenant Delay. 

(c)        Completion of Landlord’s Work. Landlord shall complete or cause to
be completed Landlord’s Work in a good and workmanlike manner, in accordance with the TI Permit subject, in each case, to Minor Variations and normal “punch list” items of a non-material nature that do not interfere with the use of









 7000 Shoreline/Fluidigm 
  

 
the Premises (“Substantial Completion” or “Substantially Complete”). Upon Substantial Completion of Landlord’s Work, Landlord shall require the TI Architect
and the general contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion in the form of the American institute of Architects (“AIA”) document G704. For purposes of this Work
Letter, “Minor Variations” shall mean any modifications reasonably required: (i) to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the TI Permit); (ii) to
comply with any request by Tenant for modifications to Landlord’s Work; (iii) to comport with good design, engineering, and construction practices that are not material; or (iv) to make reasonable adjustments for non-material field
deviations or conditions encountered during the construction of Landlord’s Work. 

(d)        Selection of Materials. Where more than one type of material or
structure is indicated on the TI Construction Drawings, the option will be selected at Landlord’s sole and absolute subjective discretion. As to all building materials and equipment that Landlord is obligated to supply under this Work Letter,
Landlord shall select the manufacturer thereof in its sole and absolute discretion unless a manufacturer is expressly specified in the approved TI Construction Drawings. 

(e)        Delivery of Landlord’s Work. Tenant’s acceptance of
Landlord’s Work shall not constitute a waiver of: (i) any warranty with respect to workmanship (including installation of equipment) or material (exclusive of equipment provided directly by manufacturers), (ii) any non-compliance of
Landlord’s Work with applicable Legal Requirements, or (iii) any claim that Landlord’s Work was not completed substantially in accordance with the TI Construction Drawings (subject to Minor Variations and such other changes as are
permitted hereunder) (collectively, a “Construction Defect”). Tenant shall have one year after Substantial Completion within which to notify Landlord of any such Construction Defect discovered by Tenant, and Landlord shall use
reasonable efforts to remedy or cause the responsible contractor to remedy any such Construction Defect within 30 days thereafter. Notwithstanding the foregoing, Landlord shall not be in default under the Lease if the applicable contractor, despite
Landlord’s reasonable efforts, fails to remedy such Construction Defect within such 30-day period, in which case Landlord shall have no further obligation with respect to such Construction Defect other than to cooperate, at no cost to Landlord,
with Tenant should Tenant elect to pursue a claim against such contractor, provided that Tenant shall defend with counsel reasonably acceptable to Landlord, indemnify and hold Landlord harmless from and against any claims arising out of or in
connection with any such claim. 
 Tenant shall be entitled to receive the benefit of all construction warranties and manufacturer’s
equipment warranties relating to equipment installed in the Premises. If requested by Tenant, Landlord shall attempt to obtain extended warranties from manufacturers and suppliers of such equipment, but the cost of any such extended warranties shall
be borne solely out of the TI Fund. Landlord shall promptly undertake and complete, or cause to be completed, all punch list items. 
 (f)        Tenant Delay. For purposes of this Lease, “Tenant Delay” shall mean actual delay in the Substantial Completion of Landlord’s Work
caused by any one or more of the following: 
 (i)        Tenant’s
Representative was not available to give or receive any Communication or to take any other action required to be taken by Tenant hereunder within the time periods set forth herein; 

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

(iii)      Construction of any Change Requests; 








 7000 Shoreline/Fluidigm 
  

 (iv)        Tenant’s request for
materials, finishes or installations requiring unusually long lead times; 

(v)         Tenant’s delay in reviewing, revising or approving plans and
specifications beyond the periods set forth herein; 
 (vi)        Tenant’s
delay in providing information critical to the normal progression of the Project. Tenant shall provide such information as soon as reasonably possible, but in no event longer than one week after receipt of any request for such information from
Landlord; 
 (vii)       Tenant’s delay in making payments to Landlord for Excess
TI Costs (as defined in Section 5 below); or 
 (viii)      Any other act or
omission by Tenant or any Tenant Party (as defined in the Lease), or persons employed by any of such persons that continues for more than one (1) day after Landlord’s notice thereof to Tenant. 

If Substantial Completion of Landlord’s Work is delayed for any of the foregoing reasons, then Landlord shall cause the TI Architect to
certify the date on which the Tenant Improvements would have been completed but for such Tenant Delay and such certified date shall be the date of Substantial Completion. Upon request, Landlord will advise Tenant if any materials, finishes or
installations which are requested as part of any Change Request are likely to require unusually long lead times. 

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

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

5.        Costs. 








 7000 Shoreline/Fluidigm 
  

 (a)        Budget For Tenant
Improvements. Before the commencement of construction of the Tenant Improvements, Landlord shall obtain a detailed breakdown by trade of the costs incurred or that will be incurred in connection with the design and construction of the Tenant
Improvements (the “Budget”). The Budget shall be based upon the TI Construction Drawings approved by Tenant and shall include a payment to Landlord of administrative rent (“Administrative Rent”) equal to 2% of the
TI Costs for monitoring and inspecting the construction of the Tenant Improvements and Changes, which sum shall be payable from the TI Fund (as defined in Section 5(d)). Administrative Rent shall include, without limitation, all
out-of-pocket costs, expenses and fees incurred by or on behalf of Landlord arising from, out of, or in connection with monitoring the construction of the Tenant Improvements and Changes, and shall be payable out of the TI Fund. If the Budget is
greater than the TI Allowance, Tenant shall, deposit with Landlord the difference, in cash, prior to the commencement of construction of the Tenant Improvements or Changes, for disbursement by Landlord as described in Section 5(d).

 (b)        TI Allowance. Landlord shall provide to Tenant a tenant
improvement allowance (the “TI Allowance”) of $694,484.00. 
 Tenant shall have no right to the use or benefit (including
any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or
(ii) any Changes pursuant to Section 4. 
 (c)        Costs
Includable in TI Fund. The TI Fund shall be used solely for the payment of design, permits and construction costs in connection with the construction of the Tenant Improvements, including, without limitation, the cost of electrical power and
other utilities used in connection with the construction of the Tenant Improvements, Tenant’s project manager (but not in excess of 3% of hard costs of Landlord’s Work), the cost of preparing the TI Construction Drawings, all costs set
forth in the Budget, including Landlord’s Administrative Rent, costs resulting from Changes (collectively, “TI Costs”). Notwithstanding anything to the contrary contained herein, the TI Fund shall not be used to purchase any
furniture, personal property or other non-Building system materials or equipment, including, but not limited to, Tenant’s voice or data cabling, non-ducted biological safety cabinets and other scientific equipment not incorporated into the
Tenant Improvements. 
 (d)        Excess TI Costs. Landlord shall have no
obligation to bear any portion of the cost of any of the Tenant Improvements except to the extent of the TI Allowance. If at any time the remaining TI Costs under the Budget exceed the remaining unexpended TI Allowance, Tenant shall deposit with
Landlord, as a condition precedent to Landlord’s obligation to complete the Tenant Improvements, 100% of the then current TI Cost in excess of the remaining TI Allowance (“Excess TI Costs”). If Tenant fails to deposit any
Excess TI Costs with Landlord, Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including, but not limited to, the right to interest at the Default Rate and the right to assess a late charge). For
purposes of any litigation instituted with regard to such amounts, those amounts will be deemed Rent under the Lease. The TI Allowance and Excess TI Costs are herein referred to as the “TI Fund.” Funds deposited by Tenant shall be
the first disbursed to pay TI Costs. Notwithstanding anything to the contrary set forth in this Section 5(d) but subject to the last sentence of this Section 5(d), Tenant shall be fully and solely liable for TI Costs and the
cost of Minor Variations in excess of the TI Allowance. If upon Substantial Completion of the Tenant Improvements and the payment of all sums due in connection therewith there remains any undisbursed portion of the TI Fund, Tenant shall be entitled
to such undisbursed TI Fund solely to the extent of any Excess TI Costs deposit Tenant has actually made with Landlord. Notwithstanding anything to the contrary in this Work Letter, TI Costs shall not include, and Landlord shall be solely
responsible for, and Tenant shall have no responsibility to pay for the following; (a) costs incurred due to the presence of Hazardous Materials, except to the extent the presence of such Hazardous Materials was caused by Tenant or any Tenant
Party; (b) costs to bring the Premises or the Project into compliance with applicable Legal Requirements, except to the extent related to Tenant’s particular use of the Premises (which the parties agree does not include any Landlord’s
Work shown on the Space Plan); (c) wages, labor and overhead for 








 7000 Shoreline/Fluidigm 
  

 
overtime and premium time in constructing Landlord’s Work, except to the extent set forth in the Budget or otherwise approved by Tenant; and (d) construction costs related to unforeseen
field conditions at the Building in excess of $69,448.40 (it being agreed that Tenant shall be responsible for the first $69,448.40 of such costs, which may be paid using the TI Allowance). 

(e)        Construction Contract.  The contract for construction of
Landlord’s Work shall be written substantially on Landlord’s standard form of construction agreement with modifications reasonably acceptable to Landlord where the contract sum is the costs of the work plus a fee not to exceed a
“Guaranteed Maximum Price” (i.e. construction contracts written on a “Cost Plus” or “Time and Materials” basis are not acceptable) in an amount equal to the construction costs set forth in the approved Budget,
subject to any increases resulting from changes implemented after approval of the Budget. 

6.        Tenant Access.  Landlord and Tenant acknowledge and agree that
Landlord will be performing Landlord’s Work in the Premises during Tenant’s occupancy of the Premises (“Common Area Improvements”). The completion of Landlord’s Work may have a material adverse effect on Tenant’s
use and quiet enjoyment of the Premises and the operation of Tenant’s business at the Premises, including, without limitation, the creation of dust, noise and vibrations, none of which shall constitute a constructive eviction of Tenant, an
interruption of Tenant’s use and quiet enjoyment of the Premises or result in any offset or abatement of Rent whatsoever; provided, however, Landlord shall use commercially reasonable efforts not to interfere with Tenant’s
use of the Premises; provided, that, such efforts shall not require Landlord to incur any additional material cost in performing Landlord’s Work. Notwithstanding anything to the contrary set forth herein, Landlord shall have no liability to
Tenant for any Claims resulting from, arising out of or related to the performance of Landlord’s Work except as otherwise provided in this Work Letter or in the Lease. 

7.        No Interference. Neither Tenant nor any Tenant Party (as defined in the
Lease) shall interfere with the performance of Landlord’s Work, nor with any inspections or issuance of final approvals by applicable Governmental Authorities. 

8.        Miscellaneous. 

(a)        Consents. Whenever consent or approval of either party is required under
this Work Letter, that party shall not unreasonably withhold, condition or delay such consent or approval, unless expressly set forth herein to the contrary. 
 (b)        Modification. No modification, waiver or amendment of this Work Letter or of any of its conditions or provisions shall be binding upon Landlord or Tenant
unless in writing signed by Landlord and Tenant. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 








 7000 Shoreline/Fluidigm 
  

 SCHEDULE 1 
 SPACE PLAN 








 

 









 7000 Shoreline/Fluidigm 
  

 EXHIBIT D TO LEASE 
 DIAGRAM OF SHARED AREA 








 

 









 

 










			
	Rules and Regulations	 	7000 Shoreline/Fluidigm

  

 EXHIBIT E TO LEASE 
 Rules and Regulations 

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

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

3.        Except for animals assisting the disabled, no animals shall be allowed in the
offices, halls, or corridors in the Project. 
 4.        Tenant shall not disturb
the occupants of the Project or adjoining buildings by the use of any radio or musical instrument or by the making of loud or improper noises. 
 5.        If Tenant desires telegraphic, telephonic or other electric connections in the Premises, Landlord or its agent will direct the electrician as to where and how the
wires may be introduced; and, without such direction, no boring or cutting of wires will be permitted. Any such installation or connection shall be made at Tenant’s expense. 

6.        Tenant shall not install or operate any steam or gas engine or boiler, or other
mechanical apparatus in the Premises, except as specifically approved in the Lease. The use of oil, gas or inflammable liquids for heating, lighting or any other purpose is expressly prohibited. Explosives or other articles deemed extra hazardous
shall not be brought into the Project. 
 7.        Parking any type of
recreational vehicles is specifically prohibited on or about the Project. Except for the overnight parking of operative vehicles, no vehicle of any type shall be stored in the parking areas at any time. In the event that a vehicle is disabled, it
shall be removed within 48 hours. There shall be no “For Sale” or other advertising signs on or about any parked vehicle. All vehicles shall be parked in the designated parking areas in conformity with all signs and other markings. All
parking will be open parking, and no reserved parking, numbering or lettering of individual spaces will be permitted except as specified by Landlord. 
 8.        Tenant shall maintain the Premises free from rodents, insects and other pests. 

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

10.        Tenant shall not cause any unnecessary labor by reason of Tenant’s
carelessness or indifference in the preservation of good order and cleanliness. Landlord shall not be responsible to Tenant for any loss of property on the Premises, however occurring, or for any damage done to the effects of Tenant by the janitors
or any other employee or person. 
 11.        Tenant shall give Landlord prompt
notice of any defects in the water, lawn sprinkler, sewage, gas pipes, electrical lights and fixtures, heating apparatus, or any other service equipment affecting the Premises. 









			
	Rules and Regulations	 	7000 Shoreline/Fluidigm

  

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

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

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

 15.        No awnings shall be placed over the windows in the Premises except
with the prior written consent of Landlord. 
 16.        The Premises shall not
be used for lodging, sleeping or cooking or for any immoral or illegal purposes or for any purpose other than that specified in the Lease. No gaming devices shall be operated in the Premises. 

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

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








 7000 Shoreline/Fluidigm 
  

 EXHIBIT F-1 TO LEASE 

TENANT’S PERSONAL PROPERTY 
 All
free-standing lab tables and lab stools (east and west side) 
 All laboratory equipment, including refrigerators, freezers, biosafety
cabinets, ovens, microscopes, incubators, chemical processing benches, Servicor clean benches, DI water polishers, ice maker, etc. 
 All
free standing storage in lab areas (east and west side), including chemical storage cabinets, metro racks, cabinets, shelves 
 Gas
cylinder manifolds (west side) may be removed upon the expiration or earlier termination of this Lease; provided, that, (i) no plumbing behind the walls may be removed and (ii) plumbing is otherwise capped in a manner which maintains the
integrity of the plumbing system. 
 Bulk nitrogen distribution system (west side) may be removed upon the expiration or earlier
termination of this Lease; provided, that, (i) no plumbing behind the walls may be removed and (ii) plumbing is otherwise capped in a manner which maintains the integrity of the plumbing system 

All conference room tables, chairs, credenzas, white boards, etc. (west side) 
 All components in the server room (west side) may be removed upon the expiration or earlier termination of this Lease, including racks, servers, dry fire suppression system, etc. (except components located in the
second floor MPOE room); provided, that, such removal shall not disrupt the server equipment of other tenants or occupants of the Building 
 Training
room tables, chairs, projector screen (east side) 
 All breakroom appliances (east and west side), including refrigerator, microwave,
toaster, dishwasher, coffee makers, water cooler, etc. 
 All cubicle furniture (west side) 
 All shelves in shipping/receiving (east side), except 4 green colored shelves 
 Light blue, single paneled cubicle
furniture (east side) 
 All office chairs, free-standing file cabinets, book shelves, storage cabinets (east and west side) 

All office equipment (east and west side), including printers, plotter, telephones, computers, monitors, etc. 

Phone switch on the west side may be removed upon the expiration or earlier termination of this Lease provided, that, such removal shall not
disrupt the phone switch equipment of other tenants or occupants of the Building 








 7000 Shoreline/Fluidigm 
  

 EXHIBIT F-2 TO LEASE 

LANDLORD’S PERSONAL PROPERTY 

First Floor: 
 (29) Teknion
‘Transit’ metal panel workstations (Approx. 7’-6” x 7’-6”) w/ laminate worksurfaces, mobile pedestals, ‘Chronical’ overhead cabinets, task lights, marker boards and raceways. 

(19) SMED International ‘lifeSPACE’ modular panel offices (Approx 10’ x 13’-6”) w/ standard wall panels, glass wall
panels, maple doors, hardware and electrical box’s. 
 (18) SMED International L-shaped modular desk workstations w/ laminate
worksurfaces, ‘Genius’ overhead bins, pedestal drawers and marker boards. 
 (2) SMED International ‘lifeSPACE’
modular panel conference rooms (Approx. 13’-6” x 20’) w/ standard wall panels, glass wall panels, MDF accent panels, maple door, hardware and electrical box’s. 

(1) MG West 10’ boat shaped maple conference table w/ aluminum legs and Knoll ‘Plexus’ wire management circuit box,
(1) 21” x 60” maple credenza and (1) 4’ x 8’ maple marker board. 
 (1) MG West 7’
trapezoidal maple conference table w/ aluminum legs and Knoll ‘Plexus’ wire management circuit box, (1) 21” x 60” maple credenza. 
 Lunch Room: 
 (12) Marquette 42” round wood tables in random colors. 

(48) Marquette wood side chairs in random colors. 
 (4) Sandler ‘Sevilla’ 42” round stainless steel and aluminum tables 

(12) Liceo outdoor stacking cast aluminum arm chairs. 
 Second Floor: 
 (29) Teknion ‘Transit’ metal panel workstations (Approx.
7’-6” x 7’-6”) w/ laminate worksurfaces, mobile pedestals, ‘Chronical’ overhead cabinets, task lights, marker boards and raceways. 
 (1) Teknion ‘Transit’ metal panel business equipment area (Approx. 8’ x 17’) w/ laminate worksurfaces, ‘Chronical’ overhead cabinets and raceways. 

(19) SMED International ‘lifeSPACE’ modular panel offices (Approx. 10’ x 13’-6”) w/ standard wall panels, glass
wall panels, maple doors, hardware and electrical box’s. 
 (19) SMED International L-shaped modular desk workstations w/
laminate worksurfaces, ‘Genius’ overhead bins, pedestal drawers, marker boards and rolling tables. 
 (1) SMED
International ‘lifeSPACE’ modular panel conference room (Approx. 13’-6” x 23’) w/ standard wall panels, glass wall panels, maple door, hardware and electrical box’s. 








 7000 Shoreline/Fluidigm 
  

 (1) MG West 12’ boat shaped maple conference table w/ aluminum legs and Knoll
‘Plexus’ wire management circuit box, (1) 21” x 72” maple credenza, (1) 4’ x 8’ maple marker board and (1) electric projector screen. 

(1) MG West 20’ boat shaped maple conference table w/ aluminum legs and Knot ‘Plexus’ wire management circuit box,
(2) 21” x 72” maple credenzas, (2) 4’ x 10’ maple marker boards and (1) electric projector screen. 
 (3) Sandler ‘Seville’ 42” round stainless steel and aluminum tables. 

(9) Liceo outdoor stacking cast aluminum arm chairs. 
 (1) Asko Dishwasher. 
 (1) 22’ Gametime shuffleboard ‘Cyclone 2’.

 Fitness Room: 
 (2)
Stairmaster 510 Club Track Mills. 
 (1) Stairmaster 4500 Stepper. 

(2) Stairmaster 3900 Stratus Recumbent bikes. 
 (1) Precor Elliptical Trainer 
 (1) Set dumbells w/ Cybex rack. 

(1) Lemond RevMaster Spinning Bike. 
 (1) Concept 2 Rower 
 (1) Cybex MG-500 Multi Gym w/ bench, leg ext & curl.

 (6) Floor stretching mats. 
 (6) Equipment mats. 
 Security: 
 (130) Keymark (by Medeco) removable lock cores and master key system. 
 (1) Pegasys 2000
NT Security Management and Video Surveillance System including card readers, contacts, alarms, glass break detectors, (18) interior and exterior high resolution digital cameras, color monitor, controllers, reader boards, power supplies,
electronic locks, intercom, computer, recorder and software. 
 Miscellaneous Building and Lab Support: 

(1) Bush OMTS 1 – LA Rotary Screw Vacuum Pump. 
 (1) Atlas Copco GX 7hp Rotary Screw Air Compressor w/ Zander K-MT Ecodry Air Dryer. 

(1) 30 – 160 KVA Uninterruptible Power System with cabinet, controls and battery banks. 








 7000 Shoreline/Fluidigm 
  

 (1) 75 KVA Onan (Cummins) Model 400 DFCE diesel powered emergency generator and transfer
switch. 








					
	First Amendment to Lease - 7000 Shoreline/Fluidigm	  	 	Page 1	  

 FIRST AMENDMENT TO LEASE

 This First Amendment (the “Amendment”) to Lease is made as of September 22, 2010, by and
between ARE-SAN FRANCISCO NO. 17, LLC, a Delaware limited liability company (“Landlord”), and FLUIDIGM CORPORATION, a Delaware corporation (“Tenant”). 

RECITALS 

A.        Landlord and Tenant have entered into that certain Lease (the
“Lease”) dated as of September 14, 2010 (the “Lease”), wherein Landlord leased to Tenant certain premises located at 7000 Shoreline Court, South San Francisco, California, and more particularly described in the
Lease. Initially capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Lease. 

B.        Landlord and Tenant desire to amend the Lease to, among other things, provide for
an increase in the TI Allowance. 
 AGREEMENT 
 Now, therefore, the parties hereto agree that the Lease is amended as follows: 

1.        Base Rent.  The definition of Base Rent as set forth in
the Basic Lease Provisions shall be amended and restated in its entirety as follows: 
 Base Rent: 

 

					
	Period	  	Monthly Base Rent	 
	
                          
                      
	  	 	 	 
	 October 1, 2010 - December 31,
2010
	  	 	$58,672.76	  
	 January 1, 2011 - February 28, 2011
	  	 	$60,191.01	  
	 March 1, 2011 - March 31,
2011
	  	 	$59,527.20	  
	 April 1, 2011 - February 28, 2012
	  	 	$61,527.20	  
	 March 1, 2012 - February 28,
2013
	  	 	$64,007,50	  
	 March 1, 2013 - February 28, 2014
	  	 	$66,487.80	  
	 March 1, 2014
- April 30, 2015
	  	 	$70,208.25	  


2.        Tenant’s Share of Operating Expenses. The definition of
Tenant’s Share of Operating Expenses as set forth in the Basic Lease Provisions shall be amended and restated in its entirety as follows: 
 Tenant’s Share of Operating Expenses: 
  

					
	Period	  	Tenant’s Share	 
	
                          
  
	  	 	 	 
	 October 1, 2010 - February 28,
2011
	  	 	  6.98%	  
	 March 1, 2011 - April 30, 2015
	  	 	18.19%	  
	 Extension Term (if
any)
	  	 	21.43%	  


**Landlord and Tenant acknowledge and agree that the amounts of Tenant’s Share as set forth in the table above are agreed-upon
amounts and do not reflect the proportion that the Rentable Area of the Premises bears to the Rentable Area of the Project 








					
	First Amendment to Lease - 7000 Shoreline/Fluidigm	  	 	Page 2	  


3.        Base Term.  The definition of Base Term as set forth in
the Basic Lease Provisions shall be amended and restated in its entirety as follows: 
 Base
Term:      A term beginning on October 1, 2010 (the “Commencement Date”) and ending on April 30, 2015 

4.        Rent Credit.    Section 3(c) of the
Lease is hereby deleted. 
 5.        Reimbursement for
Improvements.  On or before September 30, 2010, Landlord agrees to make a one-time payment to Tenant in the amount of $360,373.75 as reimbursement for improvements made by Tenant to the Premises. 

6.        Miscellaneous. 

(a)        This Amendment is the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. This Amendment may be amended only by an agreement in writing, signed by the parties hereto. 

(b)        This Amendment is binding upon and shall inure to the benefit of the parties
hereto, their respective agents, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders. 

(c)        This Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided
such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Amendment attached thereto. 

(d)        Except as amended and/or modified by this Amendment, the Lease is hereby
ratified and confirmed and all other terms of the Lease shall remain in full force and effect, unaltered and unchanged by this Amendment. In the event of any conflict between the provisions of this Amendment and the provisions of the Lease, the
provisions of this Amendment shall prevail. Whether or not specifically amended by this Amendment, all of the terms and provisions of the Lease are hereby amended to the extent necessary to give effect to the purpose and intent of this Amendment.

 (Signatures on Next Page) 








					
	First Amendment to Lease - 7000 Shoreline/Fluidigm	  	 	Page 3	  

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

					
	TENANT:
	
	 FLUIDIGM CORPORATION,
 a
Delaware corporation

		
	 By:
	 	  /s/ Gajus V. Worthington

		
	 Title:
	 	  Chief Executive Officer

	
	LANDLORD:
	
	 ARE-SAN FRANCISCO NO. 17, LLC,

a Delaware limited liability company

		
	 By:
	 	 ALEXANDIA REAL ESTATE EQUITIES, L.P.,

	 a Delaware limited partnership, its managing

member

			
		 	By:	 	     ARE-QRS CORP.,

		 		 	     a Maryland corporation,

		 		 	     its general partner

		
	 By:
	 	  /s/ Eric S. Johnson

		
	 Title:
	 	  Eric S. Johnson, Vice President,

 Real Estate Legal Affairs