Exhibit
10.16


 


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II)
IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL


 


LEASE


 


by
and between


 


BMR-HAMPSHIRE
LLC,

a Delaware limited liability company


 


and


 


SURFACE
ONCOLOGY, INC.,

a Delaware corporation


 




     


     


    

 


	Table of
    Contents
	 	 	 
	1.	Lease of Premises	1 
	 	 	 
	2.	Basic Lease Provisions	2 
	 	 	 
	3.	Term	4 
	 	 	 
	4.	Possession and Commencement Date.	4 
	 	 	 
	5.	Condition of Premises	6 
	 	 	 
	6.	Rentable Area.	6 
	 	 	 
	7.	Rent.	7 
	 	 	 
	8.	Rent Adjustments	7 
	 	 	 
	9.	Operating Expenses and Laboratory Support Expenses.	8 
	 	 	 
	10.	Taxes on Tenant’s Property.	14 
	 	 	 
	11.	Security Deposit.	15 
	 	 	 
	12.	Use.	17 
	 	 	 
	13.	Rules and Regulations, CC&Rs, Parking Facilities and Common Area.	20 
	 	 	 
	14.	Project Control by Landlord.	22 
	 	 	 
	15.	Quiet Enjoyment	23 
	 	 	 
	16.	Utilities and Services.	23 
	 	 	 
	17.	Alterations.	28 
	 	 	 
	18.	Repairs and Maintenance.	31 
	 	 	 
	19.	Liens.	32 
	 	 	 
	20.	Estoppel Certificate	33 
	 	 	 
	21.	Hazardous Materials.	34 
	 	 	 
	22.	Odors and Exhaust	36 
	 	 	 
	23.	Insurance; Waiver of Subrogation.	37 
	 	 	 
	24.	Damage or Destruction.	40 
	 	 	 
	25.	Eminent Domain.	42 
	 	 	 
	26.	Surrender.	43 
	 	 	 
	27.	Holding Over.	44 
	 	 	 
	28.	Indemnification and Exculpation.	45 
	 	 	 
	29.	Assignment or Subletting.	46 
	 	 	 
	30.	Subordination and Attornment.	50 



 






    i


     


    

 


	31.	Defaults and Remedies.	51 
	 	 	 
	32.	Bankruptcy	55 
	 	 	 
	33.	Brokers.	56 
	 	 	 
	34.	Definition of Landlord	56 
	 	 	 
	35.	Limitation of Landlord’s Liability.	56 
	 	 	 
	36.	Joint and Several Obligations	57 
	 	 	 
	37.	Representations	58 
	 	 	 
	38.	Confidentiality	58 
	 	 	 
	39.	Notices	58 
	 	 	 
	40.	Miscellaneous.	59 
	 	 	 
	41.	Rooftop Installation Area.	61 
	 	 	 
	42.	Option to Extend Term	63 



	



 






    ii


     


    

 


LEASE


 


THIS
LEASE (this “Lease”) is entered into as of this 13th day of May, 2016 (the “Execution Date”),
by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company (“Landlord”), and SURFACE ONCOLOGY, INC., a
Delaware corporation (“Tenant”).


 


RECITALS


 


A. WHEREAS,
Landlord owns certain real property and improvements located at 50 and 60 Hampshire Street (also known as 205 Broadway), Cambridge, Middlesex
County, Massachusetts (the “Property”), including the buildings located thereon; and


 


B. WHEREAS,
Landlord wishes to lease to Tenant, and Tenant desires to lease from Landlord, certain premises (the “Premises”) located
on the eighth (8th) floor of the building known as 50 Hampshire Street (the “Building”), pursuant to the
terms and conditions of this Lease, as detailed below.


 


AGREEMENT


 


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


 


1. Lease
of Premises . Effective on the Term Commencement Date (as defined below), Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord, the Premises, as shown on Exhibit A attached hereto for use by Tenant in accordance with the
Permitted Use (as defined below) and no other uses. The portion of the Property commonly known as 50 Hampshire Street and all
landscaping, parking facilities, private drives and other improvements and appurtenances related thereto, including the Building,
are hereinafter collectively referred to as the “Project.” The portion of the Property commonly known as 60
Hampshire Street and all landscaping, parking facilities, private drives and other improvements and appurtenances related thereto,
including the building located thereon (the “60 Building”), are hereinafter collectively referred to as the
“60 Project” and, together with the Project, the “Hampshire Project.” All portions of the
Building that are for the non-exclusive use of the tenants of the Building only, and not the tenants of the Hampshire Project
generally, such as service corridors, stairways, elevators, public restrooms and public lobbies (all to the extent located in the
Building), are hereinafter referred to as “Building Common Area.” All portions of the 60 Building that are for
the non-exclusive use of the tenants of the 60 Building only, and not the tenants of the Hampshire Project generally, such as
service corridors, stairways, elevators, public restrooms and public lobbies (all to the extent located in the 60 Building), are
hereinafter referred to as “60 Building Common Area.” All portions of the Hampshire Project that are for the
non-exclusive use of tenants of the Hampshire Project generally, including driveways, sidewalks, parking areas, landscaped areas,
and (to the extent not located in a building) service corridors, stairways, elevators, public restrooms and public lobbies (but
excluding the Building Common Area and the 60 Building Common Area), are hereinafter referred to as “Hampshire Project
Common Area.” The Building Common Area and the Hampshire Project Common Area are collectively referred to herein as
“Common Area.” The “Laboratory Building” consists of the floors and areas within the Building
that serve (or are capable of serving) laboratory uses.


 






    1


     


    

 


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


 


2.1 This
Lease shall take effect upon the Execution Date and, except as specifically otherwise provided within this Lease, each of the provisions
hereof shall be binding upon and inure to the benefit of Landlord and Tenant from the date of execution and delivery hereof by all parties
hereto.


 


2.2 In
the definitions below, Rentable Area (as defined below) is expressed in square feet. Rentable Area and “Tenant’s Pro Rata
Shares” (i.e., Pro Rata Share of Building and Pro Rata Share of Laboratory Building) are all subject to adjustment as provided
in this Lease.


 


	

    Definition
    or Provision
	Means
    the Following (As of the Term 

Commencement Date)
	Approximate
    Rentable Area of Premises	32,018
    square feet
	Approximate
    Rentable Area of Building	202,023
    square feet
	Tenant’s
    Pro Rata Share of Building	15.85%
	Approximate
    Rentable Area of Laboratory Building	97,757
    square feet
	Tenant’s
    Pro Rata Share of Laboratory Building	32.75%


 


2.3 Monthly
and annual installments of Base Rent for the Premises (“Base Rent”) a; of the Rent Commencement Date (as defined below),
subject to adjustment under this Lease:


 


	 
Dates
	 	Square Feet of

 Rentable Area	 	 	Base Rent per Square

 Foot of Rentable Area	 	Monthly Base 

Rent	 	Annual Base 

Rent
	Rent Commencement Date - First
    (1st) Anniversary of the Term Commencement Date	 	 	32,018	 	 	[***]	 	[***]	 	[***]



 


2.4 Estimated
Term Commencement Date: February 20, 2017


 


2.5 Estimated
Term Expiration Date: February 19, 2027


 


2.6 Security
Deposit: [***] subject to increase in accordance with the terms hereof.


 






    2


     


    

 


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


 


2.8 Address
for Rent Payment:


 


BMR-Hampshire
LLC

Attention Entity 325

P.O. Box 511415

Los Angeles, California 90051-7970


 


2.9 Address
for Notices to Landlord:


 


BMR-Hampshire
LLC

17190 Bernardo Center Drive

San Diego, California 92128

Attn: Real Estate Legal Department


 


2.10 Address
for Notices to Tenant:


 


Prior
to the Term Commencement Date:


 


Surface
Oncology, Inc.

215 First Street

Cambridge, MA 02142

Attn: Jessica Fees


 


After
the Term Commencement Date:


 


Surface
Oncology, Inc.

50 Hampshire Street

Cambridge, MA 02139

Attn: Jessica Fees


 


2.11 Address
for Invoices to Tenant:


 


Prior
to the Term Commencement Date:


 


Surface
Oncology, Inc.

215 First Street

Cambridge, MA 02142

Attn: Jessica Fees


 


After
the Term Commencement Date:


 


Surface
Oncology, Inc.

50 Hampshire Street

Cambridge, MA 02139

Attn: Jessica Fees


 






    3


     


    

 


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


 


	 	

    Exhibit
    A
	Premises
	 	Exhibit B	Work Letter
	 	Exhibit B, Attch.
    1	Schedule
	 	Exhibit B, Attch.
    2	Approved Schematic
    Plans
	 	Exhibit B, Attch.
    3	Budget
	 	Exhibit B-1	Tenant Work Insurance
    Schedule
	 	Exhibit B-2	Landlord’s Work
	 	Exhibit
    C	Acknowledgement
    of Term Commencement Date and Term Expiration Date
	 	Exhibit D	Plan of Lab and Office
    Zones
	 	Exhibit E	Form of Letter of
    Credit
	 	Exhibit F	Rules and Regulations
	 	Exhibit G	PTDM
	 	Exhibit H	Tenant’s Personal
    Property
	 	Exhibit I	Form of Estoppel Certificate


 


3. Term .The
actual term of this Lease (as the same may be extended pursuant to Article 42 hereof, and as the same may be earlier terminated in
accordance with this Lease, the “Term”) shall commence on the Term Commencement Date (as defined in Article 4) and end
on the date (the “Term Expiration Date”) that is one hundred twenty (120) months after the Term Commencement Date,
subject to extension or earlier termination of this Lease as provided herein.


 


4. Possession
and Commencement Date.


 


4.1 Landlord
shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with
the work (the “Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit
B (the “Work Letter”) and the light laboratory base Building improvements described in Exhibit B-2 (the
“Landlord’s Work”) Substantially Complete (as defined below). If Landlord has failed to Substantially Complete
the Tenant Improvements and the Landlord’s Work on or prior to the date that is sixty (60) days after the Estimated Term Commencement
Date (as the same may be extended pursuant to the last sentence of this Section 4.1), then Tenant shall be entitled to one (1)
day of abatement of Base Rent for every day after the Estimated Term Commencement Date that Substantial Completion of Tenant Improvements
and the Landlord’s Work has not occurred. Any such Base Rent abatement shall be credited against the Base Rent due from Tenant
following the Rent Commencement Date (as hereinafter defined). Tenant agrees that in the event such work is not Substantially Complete
on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall
not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Expiration Date shall be extended accordingly and (d)
Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Adjusted Share of Operating Expenses (as defined below)
or Tenant’s Adjusted Share of Laboratory Support Expenses (as defined below) until the actual Term Commencement Date as described
in Section 4.2 occurs. Notwithstanding the foregoing, if Landlord has failed to Substantially Complete the Tenant Improvements
on or prior to the date that is one hundred twenty (120) days after the Estimated Term Commencement Date (as the same may be extended
pursuant to the last sentence of this Section 4.1), then this Lease may be terminated by Tenant by written notice to Landlord
given no later than thirty (30) days following such date, and if so terminated by Tenant: (a) the Security Deposit shall be returned
to Tenant in accordance with Article 11 hereof, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations
under this Lease, except with respect to the terms and provisions of this Lease that expressly survive the expiration or earlier termination
of this Lease; provided, however, that any such termination notice shall be null and void and no longer of any force and
effect if Landlord Substantially Completes the Tenant Improvements and Landlord’s Work within forty-five (45) days after receipt
of such termination notice. The term “Substantially Complete” or “Substantial Completion” means
that (a) the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter) as
reasonably determined by Landlord’s architect, except for minor punch list items, (b) the Landlord’s Work is substantially
complete, as reasonably determined by Landlord’s architect, except for minor punch list items, and (c) Landlord has received a
certificate of occupancy (which may include a temporary certificate of occupancy) from the City of Cambridge for the Premises. Notwithstanding
anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion
on the Estimated Term Commencement Date shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined
below), and Landlord shall incur no liability under this Section 4.1 for any delay caused by or any action or inaction of Tenant
or its contractors, agents or employees.


 






    4


     


    

 


4.2 The
“Term Commencement Date” shall be the day Landlord tenders possession of the Premises to Tenant with the Tenant Improvements
Substantially Complete. If possession is delayed by action of Tenant, then the Term Commencement Date shall be the date that the Term
Commencement Date would have occurred but for such delay. Tenant shall execute and deliver to Landlord written acknowledgment of the
actual Term Commencement Date and the Term Expiration Date within ten (10) days after Tenant takes occupancy of the Premises, in the
form attached as Exhibit C hereto. Failure to execute and deliver such acknowledgment, however, shall not affect the Term Commencement
Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or
other similar governmental licensing of the Premises required for the Permitted Use by Tenant shall not serve to extend the Term Commencement
Date.


 


4.3 Tenant
shall be entitled to enter upon the Premises during the sixty (60) day period prior to the Term Commencement Date (or such earlier period
with respect to tel/data installations), subject to the written approval of Landlord, in Landlord’s reasonable discretion, for
the sole purposes of installing improvements and/or the placement of personal property such as, furniture, IT cabling, security systems,
and laboratory equipment. Tenant agrees that it shall be reasonable for Landlord to withhold its approval pursuant to the immediately
foregoing sentence if Landlord reasonably determines that any such early access by Tenant will interfere with Landlord’s construction
of the Tenant Improvements or Landlord’s Work. In the event that Landlord permits (in Landlord’s sole and absolute discretion)
Tenant to enter upon the Premises prior to the Term Commencement Date for the purpose of installing improvements or the placement of
personal property, Tenant shall furnish to Landlord evidence satisfactory to Landlord in advance that insurance coverages required of
Tenant under the provisions of Article 23 are in effect, and such entry shall be subject to all the terms and conditions of this
Lease other than the payment of Base Rent; and provided, further, that if the Term Commencement Date is delayed due to such early
access, then the Term Commencement Date shall be the date that the Term Commencement Date would have occurred but for such delay.


 


4.4 Landlord
shall cause the Tenant Improvements to be constructed in the Premises pursuant to the Work Letter at a cost to Landlord not to exceed
[***] (as defined below) (the “TI Allowance”). The TI Allowance may be applied to the costs of (m) construction, (n)
project management by Landlord (which fee shall equal three percent (3%) of the cost of the Tenant Improvements, including the TI Allowance),
(o) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Landlord, and
review of such party’s commissioning report by a licensed, qualified commissioning agent hired by Tenant, (p) space planning, architect,
engineering and other related services performed by third parties unaffiliated with Tenant, (q) building permits and other taxes, fees,
charges and levies by Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (r)
costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (w) payments to Tenant
or any affiliates of Tenant, (x) the purchase of any furniture, personal property or other non-building system equipment, (y) costs resulting
from any default by Tenant of its obligations under this Lease or (z) costs that are recoverable by Tenant from a third party (e.g.,
insurers, warrantors, or tortfeasors).


 






    5


     


    

 


4.5 Tenant
shall have until July 1, 2017 (the “TI Deadline”), to expend the unused portion of the TI Allowance, after which date
Landlord’s obligation to fund such costs shall expire.


 


4.6 In
no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under this Lease.


 


4.7 Notwithstanding
anything to the contrary in this Lease, Landlord and Tenant agree that all Tenant Improvements shall (a) be programmed in accordance
with the lab and office zones identified on Exhibit D attached hereto, and (b) incorporate flexible lab bench systems. The portion
of the Premises that is programmed for laboratory uses is defined herein as the “Lab Zone” and the portion of the
Premises that is programmed for office uses is defined herein as the “Office Zone”.


 


5.
Condition of Premises. Landlord represents to Tenant that, on the date on which Landlord delivers the Premises to Tenant
with the Tenant Improvements Substantially Complete, all base building systems within the Premises, including the HVAC (as hereinafter
defined), electrical, life safety and plumbing systems, shall be in good working order (provided that the sole remedy for any breach
of the foregoing representation shall be that Landlord shall repair or remedy the violation of the foregoing representation at its sole
cost, provided that Landlord may include the costs thereof in Operating Expenses or Laboratory Support Expenses to the extent that Landlord
is permitted to do so under Article 9 below, and Tenant shall not be entitled to any monetary damages for any breach of such representation).
Except as set forth in the immediately foregoing sentence, Tenant acknowledges that neither Landlord nor any agent of Landlord has made
any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability
of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar
with the condition of the Premises and agrees to take the same in its condition “as is” as of the Term Commencement Date
and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for
or construct any improvements to the Premises, except for performance of the Tenant Improvements and Landlord’s Work. Tenant’s
taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that
the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair.


 


6. Rentable
Area.


 


6.1 The
term “Rentable Area” shall reflect such areas as reasonably calculated by Landlord’s architect, as the same
may be reasonably adjusted from time to time by Landlord in consultation with Landlord’s architect to reflect changes to the Premises,
the Building, the Laboratory Building, or the Project, as applicable, including (with respect to the Laboratory Building) due to the
conversion of space in the Building to increase the space serving (or capable of serving) laboratory uses.


 


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


 






    6


     


    

 


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


 


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


 


6.5 Review
of allocations of Rentable Areas as between tenants of the Building, the Laboratory Building and the Hampshire Project shall be made
as frequently as Landlord deems appropriate, including in order to facilitate an equitable apportionment of Operating Expenses (as defined
below) and Laboratory Support Expenses (as defined below). If such review is by a licensed architect and allocations are certified by
such licensed architect as being correct, then Tenant shall be bound by such certifications.


 


7. Rent.


 


7.1 Tenant
shall pay to Landlord as Base Rent for the Premises, commencing on the date that is two (2) months after the Term Commencement Date (the
“Rent Commencement Date”), the sums set forth in Section 2.3, subject to the rental adjustments provided in
Article 8 hereof. Base Rent shall be paid in equal monthly installments as set forth in Section 2.3, subject to the rental
adjustments provided in Article 8 hereof, each in advance on the first day of each and every calendar month during the Term.


 


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


 


7.3 Base
Rent and Additional Rent shall together be denominated “Rent.” Rent shall be paid to Landlord, without abatement,
deduction or offset, in lawful money of the United States of America to the address set forth in Section 2.8 or to such other
person or at such other place as Landlord may from time designate in writing. In the event the Term commences or ends on a day other
than the first day of a calendar month, then the Rent for such fraction of a month shall be prorated for such period on the basis of
the number of days in the month and shall be paid at the then-current rate for such fractional month.


 


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


 


8. Rent
Adjustments . Base Rent shall be subject to an annual upward adjustment of three percent (3%) of the then-current Base
Rent. The first such adjustment shall become effective commencing on the first (1st) annual anniversary of the Term
Commencement Date, and subsequent adjustments shall become effective on every successive annual anniversary for so long as this
Lease continues in effect.


 






    7


     


    

 


9. Operating
Expenses and Laboratory Support Expenses.


 


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


 


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


 


(b) All
other costs of any kind paid or incurred by Landlord in connection with the operation or maintenance of the Building and the Project
(other than Laboratory Support Expenses), which shall include (i) Project office rent at fair market rental for a commercially reasonable
amount of space for Project management personnel, to the extent an office used for Project operations is maintained at the Project, plus
customary expenses for such office, and costs of repairs and replacements to improvements within the Project as appropriate to maintain
the Project as required hereunder, including costs of funding such reasonable reserves as Landlord, consistent with good business practice,
may establish to provide for future repairs and replacements, or as any Lender (as defined below) may require; costs of utilities furnished
to the Common Area; sewer fees; cable television; trash collection; cleaning, including windows; heating, ventilation and air-conditioning
(“HVAC”); maintenance of landscaping and grounds; snow removal; maintenance of drives and parking areas; maintenance
of the roof; security services and devices; building supplies; maintenance or replacement of equipment utilized for operation and maintenance
of the Project; license, permit and inspection fees; sales, use and excise taxes on goods and services purchased by Landlord in connection
with the operation, maintenance or repair of the Building or Project systems and equipment; telephone, postage, stationery supplies and
other expenses incurred in connection with the operation, maintenance or repair of the Project; accounting, legal and other professional
fees and expenses incurred in connection with the Project; costs of furniture, draperies, carpeting, landscaping supplies, snow removal
and other customary and ordinary items of personal property provided by Landlord for use in Common Area or in the Project office; capital
expenditures but only to the extent permitted in Section 9.1(c) below; costs of complying with Applicable Laws (except to the
extent such costs are incurred to remedy non-compliance as of the Execution Date with Applicable Laws); costs to keep the Project in
compliance with, or costs or fees otherwise required under or incurred pursuant to any CC&Rs (as defined below), including condominium
fees; insurance premiums, including premiums for commercial general liability, property casualty, earthquake, terrorism and environmental
coverages; portions of insured losses paid by Landlord as part of the deductible portion of a loss pursuant to the terms of insurance
policies; service contracts; costs of services of independent contractors retained to do work of a nature referenced above; and costs
of compensation (including employment taxes and fringe benefits) of all persons who perform regular and recurring duties connected with
the day-to-day operation and maintenance of the Project, its equipment, the adjacent walks, landscaped areas, drives and parking areas,
including janitors, floor waxers, window washers, watchmen, gardeners, sweepers, plow truck drivers, handymen, and engineering/maintenance/facilities
personnel.


 






    8


     


    

 


(c) Notwithstanding
the foregoing, Operating Expenses shall not include any net income, franchise, capital stock, estate or inheritance taxes, or taxes that
are the personal obligation of Tenant or of another tenant of the Project or any penalties, fines and interest incurred by reason of
Landlord’s failure to timely pay any taxes or other impositions of a Governmental Authority; any leasing commissions; expenses
(including attorney fees and court costs) incurred in connection with (i) negotiations or disputes with tenants of the Property or other
occupants or prospective tenants or other occupants, (ii) the enforcement of any leases or (iii) the defense of Landlord’s title
to, or interest in, the Project, the Building or any part thereof; costs (including permit, license, and inspection fees) incurred in
connection with preparing rental space for a tenant, that relate to preparation of rental space for a tenant or for any subsequent improvements
Landlord performs for any other tenant in such tenant’s premises; expenses of initial development and construction, including grading,
paving, landscaping and decorating (as distinguished from maintenance, repair and replacement of the foregoing); Landlord’s costs
of any services provided to tenants or other occupants for which Landlord is actually reimbursed by such tenants or other occupants (other
than reimbursement through Operating Expenses) as an additional charge or rental over and above the basic rent (and escalations thereof)
payable under the lease with such tenant or other occupant; capital expenditures, except for those incurred (A) in replacing obsolete
equipment, (B) for the primary purpose of reducing Operating Expenses, or (C) required to comply with changes in Applicable Laws that
take effect after the Execution Date of the Lease, in each case amortized over the useful life thereof (but in no event more than seven
(7) years), as reasonably determined by Landlord; costs (i.e., interest and penalties) incurred due to Landlord’s default of this
Lease or any other lease, mortgage, or other agreement, in each case affecting the Project, the Building or Property; payments to subsidiaries
or affiliates of Landlord, or to any other party, in each case as a result of a non-arm’s length transaction, for management or
other services for the Building, or for supplies or other materials for the Building, to the extent that such payments exceed arm’s
length competitive prices in the Cambridge, Massachusetts market for the services, supplies or materials provided; Landlord’s legal
existence and general corporate overhead and general administrative expenses; legal expenses relating to other tenants; costs of repairs
to the extent reimbursed by payment of insurance proceeds received by Landlord; advertising and promotional expenditures directly related
to Landlord’s efforts to lease space in the Building; the cost of repairs or other work occasioned by fire, windstorm, or other
insured casualty, to the extent Landlord actually receives proceeds of such insurance for such repairs or other work; debt service; interest
upon loans to Landlord or secured by a mortgage or deed of trust covering the Project or a portion thereof or any other debt of Landlord
(provided that interest upon a government assessment or improvement bond payable in installments shall constitute an Operating
Expense under Subsection 9.1(a)); rental payments under any ground lease; salaries of employees of Landlord above those performing
property management and facilities management duties at the Building; legal and accounting fees not incurred in connection with operation
and management of the Building, (including any legal and other costs incurred in connection with the sale, financing, refinancing, syndication,
securitization, or change of ownership of the Building, including, without limitation, brokerage commissions, attorneys’ and accountants’
fees, closing costs, title insurance premiums, points, and interest charges); salaries of executive officers of Landlord; depreciation
claimed by Landlord for tax purposes (provided that this exclusion of depreciation is not intended to delete from Operating Expenses
actual costs of repairs and replacements and reasonable reserves in regard thereto that are provided for in Subsection 9.1(b));
costs or expenses incurred in connection with the financing or sale of the Project, the Building or any portion thereof; costs expressly
excluded from Operating Expenses elsewhere in this Lease or that are charged to or paid by Tenant under other provisions of this Lease;
professional fees and disbursements and other costs and expenses related to the ownership (as opposed to the use, occupancy, operation,
maintenance or repair) of the Project; political and charitable contributions; costs of environmental testing, monitoring, removal or
remediation of any Hazardous Materials in the Building or the Property (other than disposal and recycling of Hazardous Materials customarily
found in the operation and use of comparable buildings, such as cleaning supplies) that are in existence at the Building or the Property
prior to the Term Commencement Date except to the extent caused by Tenant or a Tenant Party (as defined below); and any item that, if
included in Operating Expenses, would involve a double collection for such item by Landlord. To the extent that Tenant uses more than
Tenant’s Pro Rata Share of Building of any item of Operating Expenses or Tenant’s Pro Rata Share of Laboratory Building of
any Laboratory Support Expenses, as the case may be, Tenant shall pay Landlord for such excess in addition to Tenant’s obligation
to pay Tenant’s Pro Rata Share of Building of Operating Expenses and Tenant’s Pro Rata Share of Laboratory Building (or Tenant’s
Occupied Lab Share (as hereinafter defined) if applicable) of Laboratory Support Expenses, as the case may be (such excess, together
with Tenant’s Pro Rata Share of Building of Operating Expenses or Tenant’s Pro Rata Share of Laboratory Building (or Tenant’s
Occupied Lab Share if applicable) of Laboratory Support Expenses, as the case may be, “Tenant’s Adjusted Share”).


 






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9.2 As
used herein, the term “Base Building Laboratory Support Systems” means all base Building systems, fixtures and equipment
exclusively serving the laboratory uses in the Building that are shared (or capable of being shared) by tenants or other occupants in
the Building that are permitted to use and occupy premises in the Building for laboratory uses, including but not limited to the following
base Building systems: (i) vacuum and compressed air; (ii) purified water and (iii) laboratory waste water treatment, each with respect
to the portion of such system that extends to the isolation valve for such system that serves the Premises.


 


“Laboratory
Support Expenses” shall include:


 


(a) Government
impositions, including property tax costs consisting of real and personal property taxes (including amounts due under any improvement
bond upon the Building or the Project (including the parcel or parcels of real property upon which the Building, and areas serving the
Building and the Project are located)) or assessments in lieu thereof imposed by any Governmental Authority separately on any Base Building
Laboratory Support Systems or reasonably determined by Landlord to be attributable to any Base Building Laboratory Support Systems and
not other portions of the Project; and


 


(b) All
other costs of any kind paid or incurred by Landlord in connection with the operation or maintenance of the Base Building Laboratory
Support Systems and the provision of services that exclusively serve the Laboratory Building, which shall include costs of repairs and
replacements to Base Building Laboratory Support Systems, including costs of funding such reasonable reserves as Landlord, consistent
with good business practice, may establish to provide for future repairs and replacements, or as any Lender (as defined below) may require;
costs of utilities furnished to the Base Building Laboratory Support Systems; sewer fees; HVAC; maintenance or replacement of equipment
utilized for operation and maintenance of the Base Building Lab Systems; license, permit and inspection fees; sales, use and excise taxes
on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Base Building Laboratory Support
Systems; other expenses incurred in connection with the operation, maintenance or repair of the Base Building Laboratory Support Systems;
accounting, legal and other professional fees and expenses incurred in connection with the Base Building Laboratory Support Systems;
capital expenditures related to Base Building Laboratory Support Systems; costs of complying with Applicable Laws (except to the extent
such costs are incurred to remedy non-compliance as of the Execution Date with Applicable Laws); costs to keep the Base Building Laboratory
Support Systems in compliance with, or costs or fees otherwise required under or incurred pursuant to any CC&Rs (as defined below),
including insurance premiums attributable to Base Building Laboratory Support Systems, including premiums for commercial general liability,
property casualty, earthquake, terrorism and environmental coverages; portions of insured losses to Base Building Laboratory Support
Systems paid by Landlord as part of the deductible portion of a loss pursuant to the terms of insurance policies; service contracts;
costs of services of independent contractors retained to do work of a nature referenced above; and costs of compensation (including employment
taxes and fringe benefits) of all persons who perform regular and recurring duties connected with the day-to-day operation and maintenance
of Base Building Laboratory Support Systems.


 






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


 


(w) The
“Property Management Fee” shall equal [***]. Tenant shall pay the Property Management Fee in accordance with Section
9.3 with respect to the entire Term, including any extensions thereof or any holdover periods, regardless of whether Tenant is obligated
to pay Base Rent, Operating Expenses, Laboratory Support Expenses or any other Rent with respect to any such period or portion thereof.
[***].


 


(x) Within
ninety (90) days after the conclusion of each calendar year (or such longer period as may be reasonably required by Landlord), Landlord
shall furnish to Tenant a statement showing in reasonable detail the actual Operating Expenses and Laboratory Support Expenses, Tenant’s
Adjusted Share of Operating Expenses and Laboratory Support Expenses, and the cost of providing utilities to the Premises for the previous
calendar year (“Landlord’s Statement”). Any additional sum due from Tenant to Landlord shall be due and payable
within thirty (30) days after receipt of an invoice therefor. If the amounts paid by Tenant pursuant to this Section exceed Tenant’s
Adjusted Share of Operating Expenses and Tenant’s Adjusted Share of Laboratory Support Expenses for the previous calendar year,
then Landlord shall credit the difference against the Rent next due and owing from Tenant; provided that, if the Lease term has
expired, Landlord shall accompany Landlord’s Statement with payment for the amount of such difference.


 


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


 






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


 






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9.5 Landlord
may, from time to time, modify Landlord’s calculation and allocation procedures for Operating Expenses and Laboratory Support Expenses,
subject to any exclusions therefrom specified in Sections 9.1 and 9.2, so long as such modifications produce Dollar results
substantially consistent with Landlord’s then-current practice at the Project. Landlord or an affiliate(s) of Landlord currently
own other property(ies) adjacent to the Project or its neighboring properties, including the 60 Project (which is part of the Property)
(collectively, “Neighboring Properties”). In connection with Landlord performing services for the Project pursuant
to this Lease, similar services may be performed by the same vendor(s) for Neighboring Properties. In such a case, or in the case of
any real estate or personal property taxes or other impositions or taxes charged or assessed by a Governmental Authority for the Hampshire
Project as a whole, Landlord shall reasonably allocate to each building and the Project the costs for such services based upon the ratio
that the square footage of the building or the Project (as applicable) bears to the total square footage of all of the Neighboring Properties
or buildings within the Neighboring Properties for which the services are performed, unless the scope of the services performed for any
building or property (including the Building and the Project) is disproportionately more or less than for others, in which case Landlord
shall equitably allocate the costs based on the scope of the services being performed for each building or property (including the Building
and the Project). For clarity, in the case of any Operating Expenses (including without limitation real estate or personal property taxes
or other impositions or taxes charged or assessed by a Governmental Authority for the Hampshire Project as a whole) that apply to the
Hampshire Project as a whole (as opposed to allocated specifically to each of the Project and the 60 Project or to each of the Building
and the 60 Building), Landlord shall reasonably allocate to the Project and the 60 Project the costs of such Operating Expenses based
upon the ratio that the square footage of Rentable Area of each of the Building and the 60 Building, respectively, bears to the total
square footage of Rentable Area of all of the buildings in the Hampshire Project, or such other equitable allocation as Landlord reasonably
determines.


 


9.6 Tenant
shall not be responsible for Operating Expenses and Laboratory Support Expenses with respect to any time period prior to the Term Commencement
Date; provided, however, that if Landlord shall permit Tenant possession of the Premises prior to the Term Commencement Date,
Tenant shall be responsible for Operating Expenses and Laboratory Support Expenses from such earlier date of possession (the Term Commencement
Date or such earlier date, as applicable, the “Expense Trigger Date”); and provided, further, that Landlord
may annualize certain Operating Expenses and Laboratory Support Expenses incurred prior to the Expense Trigger Date over the course of
the budgeted year during which the Expense Trigger Date occurs, and Tenant shall be responsible for the annualized portion of such Operating
Expenses and Laboratory Support Expenses corresponding to the number of days during such year, commencing with the Expense Trigger Date,
for which Tenant is otherwise liable for Operating Expenses and Base Building Laboratory Support Systems Expenses pursuant to this Lease.
Tenant’s responsibility for Tenant’s Adjusted Share of Operating Expenses and Laboratory Support Expenses shall continue
to the latest of (a) the date of termination of the Lease, (b) the date Tenant has fully vacated the Premises and (c) if termination
of the Lease is due to a default by Tenant, the date of rental commencement of a replacement tenant.


 






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


 


9.8 Within
thirty (30) days after the end of each calendar month, Tenant shall submit to Landlord an invoice, or, in the event an invoice is not
available, an itemized list, of all costs and expenses that (a) Tenant has incurred (either internally or by employing third parties)
during the prior month and (b) for which Tenant reasonably believes it is entitled to reimbursements from Landlord pursuant to the terms
of this Lease or that Tenant reasonably believes is the responsibility of Landlord pursuant to this Lease or the Work Letter.


 


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


 


10. Taxes
on Tenant’s Property.


 


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


 


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


 






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


 


11. Security
Deposit.


 


11.1 Tenant
shall deposit with Landlord on or before the Execution Date the sum set forth in Section 2.6 (the “Security Deposit”),
which sum shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions
of this Lease to be kept and performed by Tenant during the period commencing on the Execution Date and ending upon the expiration or
termination of Tenant’s obligations under this Lease. If Tenant Defaults (as defined below) with respect to any provision of this
Lease, including any provision relating to the payment of Rent, then Landlord may (but shall not be required to) use, apply or retain
all or any part of the Security Deposit for the payment of any Rent or any other sum in default, or to compensate Landlord for any other
loss or damage that Landlord may suffer by reason of Tenant’s default. If any portion of the Security Deposit is so used or applied,
then Tenant shall, within ten (10) days following demand therefor, deposit cash with Landlord in an amount sufficient to restore the
Security Deposit to its original amount, and Tenant’s failure to do so shall be a material breach of this Lease. The provisions
of this Article shall survive the expiration or earlier termination of this Lease.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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(d) Tenant
shall not seek to enjoin, prevent, or otherwise interfere with Landlord’s draw under L/C Security, even if it violates this Lease.
Tenant acknowledges that the only effect of a wrongful draw would be to substitute a cash Security Deposit for L/C Security, causing
Tenant no legally recognizable damage. Landlord shall hold the proceeds of any draw in the same manner and for the same purposes as a
cash Security Deposit. In the event of a wrongful draw, (a) the parties shall cooperate to allow Tenant to post replacement L/C Security
simultaneously with the return to Tenant of the wrongfully drawn sums, (b) Landlord shall upon request confirm in writing to the issuer
of the L/C Security that Landlord’s draw was erroneous, and (c) if Tenant receives a final determination from a court of competent
jurisdiction that is not subject to appeal that Landlord has made a “wrongful” draw, (i) Landlord shall pay Tenant interest
upon the amount of such wrongful draw at the rate of twelve percent (12%) and (ii) Tenant shall be entitled to recover its reasonable
attorney’s fees in accordance with Section 40.7. For purposes of the immediately foregoing sentence, the term “wrongful”
shall mean that Landlord had no reasonable basis to believe that it had the right to make the draw.


 


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


 


12. Use.


 


12.1 Tenant
shall use the Premises for the Permitted Use, and shall not use the Premises, or permit or suffer the Premises to be used, for any other
purpose without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion.


 


12.2 Tenant
shall not use or occupy the Premises in violation of Applicable Laws; zoning ordinances; or the certificate of occupancy issued for the
Building or the Project, and shall, upon five (5) days’ written notice from Landlord, discontinue any use of the Premises that
is declared or claimed by any Governmental Authority having jurisdiction to be a violation of any of the above, or that in Landlord’s
reasonable opinion violates any of the above. Tenant shall comply with any direction of any Governmental Authority having jurisdiction
that shall, by reason of the nature of Tenant’s use or occupancy of the Premises, impose any duty upon Tenant or Landlord with
respect to the Premises or with respect to the use or occupation thereof, and shall indemnify, save, defend (at Landlord’s option
and with counsel reasonably acceptable to Landlord) and hold Landlord and its affiliates, employees, agents and contractors; and any
lender, mortgagee, ground lessor or beneficiary (each, a “Lender” and, collectively with Landlord and its affiliates,
employees, agents and contractors, the “Landlord Indemnitees”) harmless from and against any and all demands, claims,
liabilities, losses, costs, expenses, actions, causes of action, damages, suits or judgments, and all reasonable expenses (including
reasonable attorneys’ fees, charges and disbursements, regardless of whether the applicable demand, claim, action, cause of action
or suit is voluntarily withdrawn or dismissed) incurred in investigating or resisting the same (collectively, “Claims”)
of any kind or nature that arise before, during or after the Term as a result of Tenant’s breach of this Section.


 






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


 


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


 


12.5 No
additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made to existing
locks or the mechanisms thereof without Landlord’s prior written consent. Tenant shall, upon termination of this Lease, return
to Landlord all keys to offices and restrooms either furnished to or otherwise procured by Tenant. In the event any key so furnished
to Tenant is lost, Tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key
if Landlord shall deem it necessary to make such change. Tenant shall be permitted to install its own security system in the Premises
which is compatible with the key card access system for the Building and may include, within the Premises, video, motion and other sensors,
provided, however no portion of it shall be visible outside the Premises without Landlord’s approval. Tenant shall have the right
to install and use a WiFi system in its Premises provided the same does not interfere with other tenants in the Project.


 


12.6 No
awnings or other projections shall be attached to any outside wall of the Building. No curtains, blinds, shades or screens shall be attached
to or hung in, or used in connection with, any window or door of the Premises other than Landlord’s standard window coverings.
Neither the interior nor exterior of any windows shall be coated or otherwise sunscreened without Landlord’s prior written consent,
nor shall any bottles, parcels or other articles be placed on the windowsills or items attached to windows that are visible from outside
the Premises. No equipment, furniture or other items of personal property shall be placed on any exterior balcony without Landlord’s
prior written consent.


 


12.7 No
sign, advertisement or notice (“Signage”) shall be exhibited, painted or affixed by Tenant on any part of the Premises
or the Building without Landlord’s prior written consent Signage shall conform to Landlord’s design criteria. For any Signage,
Tenant shall, at Tenant’s own cost and expense, (a) acquire all permits for such Signage in compliance with Applicable Laws and
(b) design, fabricate, install and maintain such Signage in a first-class condition. Tenant shall be responsible for reimbursing Landlord
for costs incurred by Landlord in removing any of Tenant’s Signage upon the expiration or earlier termination of the Lease. Interior
signs on entry doors to the Premises shall be inscribed, painted or affixed by Tenant at Tenant’s sole cost and expense, and shall
be of a size, color and type and be located in a place acceptable to Landlord. An interior sign on the directory tablet shall be inscribed,
painted or affixed for Tenant by Landlord at Landlord’s sole cost and expense; provided, however, that Tenant shall be responsible
for all costs and expenses incurred by Landlord for any changes to Tenant’s listing in such directory tablet requested by Tenant
from and after the Term Commencement Date (excluding any changes on account of improvements to the directory tablet initiated by Landlord).
The directory tablet shall be provided exclusively for the display of the name and location of tenants only. Tenant shall not place anything
on the exterior of the corridor walls or corridor doors other than Landlord’s standard lettering. At Landlord’s option, Landlord
may install any Tenant Signage, and Tenant shall pay all costs associated with such installation within thirty (30) days after demand
therefor.


 






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


 


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


 


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


 


12.11 Notwithstanding
any other provision herein to the contrary, Tenant shall be responsible for all liabilities, costs and expenses arising out of or in
connection with the compliance of the Premises with the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., and any state
and local accessibility laws, codes, ordinances and rules (collectively, and together with regulations promulgated pursuant thereto,
the “ADA”) (except to the extent that any such non-compliance of the Premises with the ADA (as in effect and interpreted
as of the Term Commencement Date) existed as of the Term Commencement Date, and Tenant shall indemnify, compensate, save, defend (at
Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against
Claims arising out of any such failure of the Premises to comply with the Tenant’s obligations with respect to the ADA under this
Section. This Section (as well as any other provisions of this Lease dealing with indemnification of the Landlord Indemnitees by Tenant)
shall be deemed to be modified in each case by the insertion in the appropriate place of the following: “except as otherwise provided
in Mass. G.L. Ter. Ed., C. 186, Section 15.” The provisions of this Section shall survive the expiration or earlier termination
of this Lease.


 






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12.12 Tenant
shall maintain temperature and humidity in the Premises in accordance with ASHRAE standards at all times (subject to Landlord’s
compliance with its obligations with respect to base Building HVAC systems under this Lease).


 


12.13 Tenant
shall establish and maintain a chemical safety program administered by a licensed, qualified individual in accordance with the requirements
of the Massachusetts Water Resources Authority (“MWRA”) and any other applicable Governmental Authority. Tenant shall
be solely responsible for all costs incurred in connection with such chemical safety program, and Tenant shall provide Landlord with
such documentation as Landlord may reasonably require evidencing Tenant’s compliance with the requirements of (a) the MWRA and
any other applicable Governmental Authority with respect to such chemical safety program and (b) this Section. Notwithstanding the foregoing,
Landlord shall obtain, at Landlord’s cost, and Landlord shall maintain during the Term, (m) any permit required by the MWRA (“MWRA
Permit”) and (n) a wastewater treatment operator license from the Commonwealth of Massachusetts with respect to Tenant’s
use of the Acid Neutralization Tank (as defined below) in the Building. Tenant shall not introduce anything into the Acid Neutralization
Tank (x) in violation of the terms of the MWRA Permit, (y) in violation of Applicable Laws or (z) that would interfere with the proper
functioning of the Acid Neutralization Tank. Tenant shall reimburse Landlord within ten (10) business days after demand for any costs
incurred by Landlord pursuant to the immediately foregoing sentence. Tenant agrees to reasonably cooperate with Landlord in order to
obtain the MWRA Permit and the wastewater treatment operator license.


 


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


 


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


 


13.2 This
Lease is subject to any recorded covenants, conditions or restrictions on the Project or Property, including the Parking and Transportation
Demand Management Plan for the Project that was approved on July 2, 1999, and amended December 14, 2001, and that is attached hereto
as Exhibit G with all applicable transfers thereof (the “PTDM”), as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time (the “CC&Rs”). Tenant shall, at its sole cost and expense,
comply with the CC&Rs. Tenant acknowledges that Tenant, at its sole cost and expense, shall comply with the tenant requirements in
the PTDM, including the requirements set forth in the “Alternative Work Programs,” “Public Transportation Incentives,”
“Ridesharing Programs” and “Provisions of Bicycle and Pedestrian Amenities” sections thereof. Tenant, at its
sole cost and expense, shall also comply with the reporting requirements set forth in the PTDM at Landlord’s request. Any costs
incurred by Landlord in connection with the PTDM shall constitute an Operating Expense.


 






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13.3 Tenant
agrees to cooperate with Landlord in connection with “Developer’s” performance of the obligations of the “Developer”
under the Development Controls and Community Outreach Program for Cambridge Place effective as of July 27, 1998, executed by The Bulfinch
Companies, Inc., CCC I Realty Trust, 205 Broadway Realty Trust, Neighbors for a Better Community, Inc., and the McKinnon Company, Inc.
(as it may be amended, modified, amended and restated, otherwise supplemented, or superseded from time to time, the “Community
Agreement”). Landlord encourages Tenant to participate in programs of civic and charitable giving and the provision of in-kind
services and facilities that will extend the benefits of the Project to neighborhood residents, including, by way of example, the charitable
and civic connections identified in Section 2.5 of the Community Agreement.


 


13.4 The
Charles River Transportation Management Association (of which Landlord or an affiliate of Landlord is currently a member) provides certain
programs to help improve transportation in the Cambridge area. Their website is www.charlesrivertma.org.


 


13.5 Tenant
shall have a non-exclusive, irrevocable license to use 32 parking spaces (“Tenant’s Parking Spaces”) in the
parking facilities serving the Hampshire Project in common on an unreserved basis with other tenants of the Hampshire Project during
the Term at a cost of Two Hundred Eighty Five Dollars ($285) per parking space per month (subject to market rate adjustments by Landlord
from time to time throughout the Term), which Tenant shall pay simultaneously with payments of Rent as Additional Rent commencing on
the Term Commencement Date. Notwithstanding the foregoing, during the period from the Term Commencement Date to the first (1st)
anniversary of the Term Commencement Date, Tenant shall only pay for, and shall only have the right to use, 24 of Tenant’s Parking
Spaces; provided, however, that Tenant shall have the one-time right, which may be exercised by Tenant at any time during the period
from the Term Commencement Date to the first (1st) anniversary of the Term Commencement Date, to notify Landlord in writing
that it elects to use (and shall be required to pay for) the remaining 8 of Tenant’s Parking Spaces (the “Remaining Spaces”).
If Tenant does not elect to use the Remaining Spaces prior to the first (1st) anniversary of the Term Commencement Date, or
Tenant surrenders all or any portion of Tenant’s Parking Spaces through written notice to Landlord after the first (1st)
anniversary of the Term Commencement Date, (a) Tenant shall be relieved of its obligation to pay for the surrendered spaces beginning
on the first day of the month that is more than thirty (30) days from the delivery of said notice and (b) Tenant’s ability
to license the Remaining Spaces or any surrendered spaces in the future shall be subject to their availability, which availability will
not be guaranteed by Landlord from and after any such surrender.


 


13.6 Tenant
agrees not to unreasonably overburden the parking facilities and agrees to cooperate with Landlord and other tenants in the use of the
parking facilities. Landlord reserves the right to determine that parking facilities are becoming overcrowded and to limit Tenant’s
use thereof. Upon such determination, Landlord may reasonably allocate parking spaces among Tenant and other tenants of the Building
or the Project. Nothing in this Section, however, is intended to create an affirmative duty on Landlord’s part to monitor parking.


 


13.7 Subject
to the terms of this Lease including the Rules and Regulations and the rights of other tenants of the Building, Tenant shall have the
non-exclusive right on an unreserved basis to access the freight loading dock and freight elevator twenty-four (24) hours per day, seven
(7) days per week, at no additional cost.


 






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14. Project
Control by Landlord.


 


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


 


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


 


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


 


14.4 Landlord
may, at any and all reasonable times during non-business hours (or during business hours, if (a) with respect to Subsections 14.4(u)
through 14.4(y), Tenant so requests, and (b) with respect to Subsection 14.4(z), if Landlord so requests), and upon twenty-
four (24) hours’ prior notice (which may be oral or by email to the office manager or other Tenant-designated individual at the
Premises; but provided that no time restrictions shall apply or advance notice be required if an emergency necessitates immediate
entry), enter the Premises to (u) inspect the same and to determine whether Tenant is in compliance with its obligations hereunder, (v)
supply any service Landlord is required to provide hereunder, (w) alter, improve or repair any portion of the Building other than the
Premises for which access to the Premises is reasonably necessary, (x) post notices of nonresponsibility, (y) access the telephone equipment,
electrical substation and fire risers and (z) show the Premises to prospective tenants during the final year of the Term and current and
prospective purchasers and lenders at any time. Notwithstanding the foregoing, Tenant shall have the right to have a representative of
Tenant accompany Landlord at such times. With respect to that portion of the Lab Zone of the Premises that is a Biosafety Level 2 Enhanced
laboratory (the “Secure Area”), which Tenant shall clearly identify with appropriate signage in the Premises, Tenant’s
representative shall be present during any time that Landlord accesses the Secure Area (except in the event of an emergency during which
time Landlord may access the Secure Area without Tenant’s representative being present) and Landlord shall endeavor to comply with
Tenant’s reasonable security and safety requirements that are provided to Landlord in writing in advance. In connection with any
such alteration, improvement or repair as described in Subsection 14.4(w), Landlord may erect in the Premises or elsewhere
in the Project scaffolding and other structures reasonably required for the alteration, improvement or repair work to be performed. In
no event shall Tenant’s Rent abate as a result of Landlord’s activities pursuant to this Section; provided, however,
that all such activities shall be conducted in such a manner so as to cause as little interference to Tenant as is reasonably possible.
Landlord shall at all times retain a key with which to unlock all of the doors in the Premises. If an emergency necessitates immediate
access to the Premises, Landlord may use whatever force is necessary to enter the Premises, and any such entry to the Premises shall not
constitute a forcible or unlawful entry to the Premises, a detainer of the Premises, or an eviction of Tenant from the Premises or any
portion thereof.


 



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


 


16. Utilities
and Services.


 


16.1 Tenant
shall pay for all water (including the cost to service, repair and replace reverse osmosis, de-ionized and other treated water), gas,
heat, light, power, telephone, internet service, cable television, other telecommunications and other utilities supplied to the Premises,
together with any fees, surcharges and taxes thereon. Utilities for the HVAC system that supports the Lab Zone shall be billed to Tenant
on a proportionate basis. If any utility is not separately metered or submetered to Tenant, Tenant shall pay Tenant’s Adjusted Share
of Operating Expenses or Laboratory Support Expenses, as the case may be, of all charges of such utility jointly metered with other premises
as Additional Rent or, in the alternative, Landlord may, at its option, monitor the usage of such utilities by Tenant and charge Tenant
with the cost of purchasing, installing and monitoring such metering equipment, which cost shall be paid by Tenant as Additional Rent.
Landlord may base its bills for utilities on reasonable estimates; provided that Landlord adjusts such billings to reflect the
actual cost of providing utilities to the Premises no less than quarterly. To the extent that Tenant uses more than Tenant’s Pro
Rata Share of Laboratory Building of any utilities attributable to Base Building Laboratory Support Systems or otherwise, then Tenant
shall pay Landlord for Tenant’s Adjusted Share of such utilities to reflect such excess. In the event that the Building or Project
is less than fully occupied during a calendar year, Tenant acknowledges that Landlord may extrapolate utility usage that varies depending
on the occupancy of the Building or Project (as applicable) to equal Landlord’s reasonable estimate of what such utility usage would
have been had the Building or Project, as applicable, been ninety-five percent (95%) occupied during such calendar year; provided,
however, that Landlord shall not recover more than one hundred percent (100%) of the cost of such utilities. In the event that the Laboratory
Building is less than fully occupied during any portion of the Term, Tenant acknowledges that during such time, Landlord shall charge
Tenant for the Laboratory Support Expenses (other than those utilities that are metered and submetered) based on Tenant’s pro rata
share of the occupied Laboratory Building (“Occupied Lab Share”), rather than Tenant’s Pro Rata Share of Laboratory
Building, as determined by Landlord based on the ratio of the Rentable Area of the Premises to the total Rentable Area of the Laboratory
Building for which there are leases (including without limitation, this Lease) with terms that have commenced, expressed as a percentage
of the Laboratory Support Expenses. Landlord shall have the right to recalculate the Occupied Lab Share from time to time as occupancy
of the Laboratory Building changes. Except as expressly provided herein or approved by Landlord, Tenant shall only be entitled to use
Tenant’s Pro Rata Share of Laboratory Building of Base Building Laboratory Support Systems, regardless of whether Tenant is paying
its Occupied Lab Share or Pro Rata Share of Laboratory Building of the costs thereof. Tenant shall not be liable for the cost of utilities
supplied to the Premises attributable to the time period prior to the Term Commencement Date; provided, however, that, if Landlord
shall permit Tenant possession of the Premises prior to the Term Commencement Date and Tenant uses the Premises for any purpose other
than placement of personal property as set forth in Section 4.3, then Tenant shall be responsible for the cost of utilities supplied
to the Premises from such earlier date of possession.


 






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16.2 Landlord
shall not be liable for, nor shall any eviction of Tenant result from, the failure to furnish any utility or service, whether or not such
failure is caused by accidents; breakage; casualties (to the extent not caused by the party claiming Force Majeure); Severe Weather Conditions
(as defined below); physical natural disasters (but excluding weather conditions that are not Severe Weather Conditions); strikes, lockouts
or other labor disturbances or labor disputes (other than labor disturbances and labor disputes resulting solely from the acts or omissions
of the party claiming Force Majeure); acts of terrorism; riots or civil disturbances; wars or insurrections; shortages of materials (which
shortages are not unique to the party claiming Force Majeure); government regulations, moratoria or other governmental actions, inactions
or delays; failures by third parties to deliver gas, oil or another suitable fuel supply, or inability of the party claiming Force Majeure,
by exercise of reasonable diligence, to obtain gas, oil or another suitable fuel; or other causes beyond the reasonable control of the
party claiming that Force Majeure has occurred (collectively, “Force Majeure”); or, to the extent permitted by Applicable
Laws, Landlord’s negligence. In the event of such failure, Tenant shall not be entitled to termination of this Lease or any abatement
or reduction of Rent, nor shall Tenant be relieved from the operation of any covenant or agreement of this Lease. “Severe Weather
Conditions” means weather conditions that are materially worse than those that reasonably would be anticipated for the Property
at the applicable time based on historic meteorological records. Notwithstanding anything to the contrary in this Lease, if, for more
than five (5) consecutive business days following written notice to Landlord and as a direct result of Landlord’s gross negligence
or willful misconduct (and except to the extent that such failure is caused by any other factor, including any action or inaction of a
Tenant Party (as defined below)), the provision of HVAC or other utilities to all or a material portion of the Premises that Landlord
must provide pursuant to this Lease is interrupted (a “Material Services Failure”), then Tenant’s Base Rent and
Operating Expenses (or, to the extent that less than all of the Premises are affected, a proportionate amount (based on the Rentable Area
of the Premises that is rendered unusable) of Base Rent and Operating Expenses) shall thereafter be abated until the Premises are again
usable by Tenant for the Permitted Use; provided, however, that, if Landlord is diligently pursuing the restoration of such HVAC
and other utilities and Landlord provides substitute HVAC and other utilities reasonably suitable for Tenant’s continued use and
occupancy of the Premises for the Permitted Use (e.g., supplying potable water or portable air conditioning equipment), then neither Base
Rent nor Operating Expenses shall be abated. During any Material Services Failure, Tenant will cooperate with Landlord to arrange for
the provision of any interrupted utility services on an interim basis via temporary measures until final corrective measures can be accomplished,
and Tenant will permit Landlord the necessary access to the Premises to remedy such Material Service Failure. In the event of any interruption
of HVAC or other utilities that Landlord must provide pursuant to this Lease, regardless of the cause, Landlord shall diligently pursue
the restoration of such HVAC and other utilities. Notwithstanding anything in this Lease to the contrary, but subject to Article 24
(which shall govern in the event of a casualty), the provisions of this Section shall be Tenant’s sole recourse and remedy in the
event of an interruption of HVAC or other utilities to the Premises, including related to Section 16.8.


 






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


 


16.4 Tenant
shall not, without Landlord’s prior written consent, use any device in the Premises (including data processing machines) that will
in any way (a) increase the amount of ventilation, air exchange, gas, steam, electricity or water required or consumed in the Premises
based upon Tenant’s Pro Rata Share of the Building or the Laboratory Building (as applicable) beyond the existing capacity of the
Building or the Base Building Laboratory Support Systems usually furnished or supplied for the Permitted Use or (b) exceed Tenant’s
Pro Rata Share of the Building’s or Tenant’s Pro Rata Share of the Laboratory Building’s (as applicable) capacity to
provide such utilities or services.


 


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


 


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


 






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16.7 Landlord
reserves the right to stop service of the elevator, plumbing, ventilation, air conditioning and utility systems, when Landlord deems necessary
or desirable, due to accident, emergency or the need to make repairs, alterations or improvements, until such repairs, alterations or
improvements shall have been completed, and Landlord shall further have no responsibility or liability for failure to supply elevator
facilities, plumbing, ventilation, air conditioning or utility service when prevented from doing so by Force Majeure or, to the extent
permitted by Applicable Laws, Landlord’s negligence. Without limiting the foregoing, it is expressly understood and agreed that
any covenants on Landlord’s part to furnish any service pursuant to any of the terms, covenants, conditions, provisions or agreements
of this Lease, or to perform any act or thing for the benefit of Tenant, shall not be deemed breached if Landlord is unable to furnish
or perform the same by virtue of Force Majeure or, to the extent permitted by Applicable Laws, Landlord’s negligence.


 


16.8 Landlord
will install a back-up generator at the Project and connect the Generator to the Premises’ emergency electrical panel (the “Generator”).
Tenant shall be entitled to use up to its Pro Rata Share of Laboratory Building of power from the Generator (after deducting any power
from the Generator required for the Common Area) on a non-exclusive basis with other tenants in the Building. Tenant shall reimburse Landlord
for Tenant’s Pro Rata Share of Laboratory Building (or Tenant’s Occupied Lab Share, if applicable) of all costs, charges and
expenses incurred by Landlord from time to time in connection with or arising out of the operation, use, maintenance, repair or refurbishment
of the Generator (collectively, “Generator Costs”). Landlord expressly disclaims any warranties with regard to the
Generator or the installation thereof, including any warranty of merchantability or fitness for a particular purpose. Landlord shall maintain
the Generator and any equipment connecting the Generator to Tenant’s automatic transfer switch in good working condition as set
forth above; provided, however, that Tenant shall be solely responsible (and Landlord shall not be liable) for maintaining and
operating Tenant’s automatic transfer switch and the distribution of power from Tenant’s automatic transfer switch throughout
the Premises; and provided, further, that Landlord shall not be liable for any failure to make any repairs or to perform any maintenance
that is an obligation of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written
notice of the need for such repairs or maintenance. The provisions of Section 16.2 of this Lease shall apply to the Generator.


 


16.9 Subject
to Section 18.1, Landlord shall furnish HVAC to the Lab Zone as reasonably required (except as this Lease otherwise provides or
as to any special requirements that arise from Tenant’s particular use of the Premises) for reasonably comfortable occupancy of
the Lab Zone twenty-four (24) hours a day, every day during the Term, subject to casualty, eminent domain or as otherwise specified in
this Article. Subject to Section 18.1, Landlord shall furnish HVAC to the Office Zone for reasonably comfortable occupancy of the
Office Zone twenty-four (24) hours a day, every day during the Term, subject to casualty, eminent domain or as otherwise specified in
this Article; provided that Tenant complies with the next sentence. If Tenant will require HVAC to the Office Zone outside normal
business hours of business days (as reasonably designated by Landlord, and which shall initially be 8 a.m. to 6 p.m., Mondays through
Fridays) in the Office Zone (“Overtime HVAC”), then Landlord shall be obligated to provide Overtime HVAC only if Tenant
requests it by 4 p.m. on the immediately preceding business day, and Tenant must pay for a minimum of 3 hours. Tenant shall pay Landlord,
as Additional Rent, $100 per hour for Overtime HVAC for the Premises (which charge may be adjusted by Landlord from time to time), as
well as for HVAC provided during Tenant’s business hours. To the extent that Tenant requires HVAC services in excess of those provided
by connection to the Building HVAC systems (that serve either the Lab Zone or Office Zone or both), Tenant shall install and maintain,
at its sole cost (and Landlord shall not be liable for) supplemental HVAC systems in accordance with the provisions of this Lease. Notwithstanding
anything to the contrary in this Section, Landlord shall have no liability, and Tenant shall have no right or remedy, on account of any
interruption or impairment in HVAC services; provided that Landlord diligently endeavors to cure any such interruption or impairment.


 






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


 


16.11 As
part of Landlord’s Work, the Building will be serviced by a common laboratory waste sanitary sewer connection from the pH neutralization
room in garage level P3 to the municipal sewer line in the street adjacent to the Building. Landlord will install, as part of Landlord’s
Work, a separate acid neutralization tank (the “Acid Neutralization Tank”) that will be connected to the Premises,
as well as to other premises in the Laboratory Building. Tenant shall have a non-exclusive right to use its Pro Rata Share of Laboratory
Building of the Acid Neutralization Tank in accordance with Applicable Laws in common with other tenants of the Laboratory Building. Tenant
shall reimburse Landlord for Tenant’s Pro Rata Share of Laboratory Building (or Tenant’s Occupied Lab Share, if applicable)
of all costs, charges and expenses incurred by Landlord from time to time in connection with or arising out of the operation, use, maintenance,
repair or refurbishment of the Acid Neutralization Tank, including all clean-up costs relating to the Acid Neutralization Tank (collectively,
“Tank Costs”). Notwithstanding the foregoing, in the event the Acid Neutralization Tank is damaged or repairs to the
Acid Neutralization Tank are required as a result of the improper use of the Acid Neutralization Tank by Tenant, Tenant shall be responsible
for one hundred percent (100%) of the cost of any repairs or replacement required as a result of such improper use by Tenant, regardless
of whether the Acid Neutralization Tank is then being used by other tenant(s) or occupant(s) of the Building. Similarly, if the Acid Neutralization
Tank is damaged, or if repairs to the Acid Neutralization Tank are required as a result of the improper use of the Acid Neutralization
Tank by other tenant(s) or occupant(s) of the Building, then Tenant shall have no responsibility for the cost of any repairs or replacements
required as a result of such improper use by such other tenant(s) or occupant(s). Tenant shall indemnify, save, defend (at Landlord’s
option and with counsel reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against any and all Claims,
including (a) diminution in value of the Project or any portion thereof, (b) damages for the loss or restriction on use of rentable or
usable space or of any amenity of the Project, (c) damages arising from any adverse impact on marketing of space in the Project or any
portion thereof and (d) sums paid in settlement of Claims that arise during or after the Term as a result of Tenant’s improper use
of the Acid Neutralization Tank. This indemnification by Tenant includes costs incurred in connection with any investigation of site conditions
or any clean-up, remediation, removal or restoration required by any Governmental Authority caused by Tenant’s improper use of the
Acid Neutralization Tank.


 






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17. Alterations.


 


17.1 Tenant
shall make no alterations, additions or improvements in or to the Premises or engage in any construction, demolition, reconstruction,
renovation or other work (whether major or minor) of any kind in, at or serving the Premises (“Alterations”) without
Landlord’s prior written approval, which approval Landlord shall not unreasonably withhold; provided, however, that, in the
event any proposed Alteration affects (a) any structural portions of the Building, including exterior walls, the roof, the foundation
or slab, foundation or slab systems (including barriers and subslab systems) or the core of the Building, (b) the exterior of the Building
or (c) any Building systems, including elevator, plumbing, HVAC, electrical, security, life safety, power, and the Base Building Laboratory
Support Systems, then Landlord may withhold its approval in its sole and absolute discretion. Tenant shall, in making any Alterations,
use only those architects, contractors, suppliers and mechanics of which Landlord has given prior written approval, which approval shall
be in Landlord’s sole and absolute discretion. In seeking Landlord’s approval, Tenant shall provide Landlord, at least thirty
(30) days in advance of any proposed construction, with plans, specifications, bid proposals, certified stamped engineering drawings and
calculations by Tenant’s engineer of record or architect of record (including connections to the Building’s structural system,
modifications to the Building’s envelope, non- structural penetrations in slabs or walls, and modifications or tie-ins to life safety
systems), work contracts, requests for laydown areas and such other information concerning the nature and cost of the Alterations as Landlord
may reasonably request. In no event shall Tenant use or Landlord be required to approve any architects, consultants, contractors, subcontractors
or material suppliers that Landlord reasonably believes could cause labor disharmony or may not have sufficient experience, in Landlord’s
reasonable opinion, to perform work in an occupied Class “A” laboratory research building and in tenant-occupied lab areas.
Notwithstanding the foregoing, Tenant may make strictly cosmetic changes to the Premises that do not require any permits or more than
three (3) total contractors and subcontractors (“Cosmetic Alterations”) without Landlord’s consent; provided
that (y) the cost of any Cosmetic Alterations does not exceed Fifty Thousand Dollars ($50,000) in any one instance or One Hundred Fifty
Thousand Dollars ($150,000) annually, (z) such Cosmetic Alterations do not (i) require any structural or other substantial modifications
to the Premises, (ii) require any changes to or adversely affect the Building systems, (iii) affect the exterior of the Building or (iv) trigger
any requirement under Applicable Laws that would require Landlord to make any alteration or improvement to the Premises, the Building
or the Project. Tenant shall give Landlord at least ten (10) days’ prior written notice of any Cosmetic Alterations.


 


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


 






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


 


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


 


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


 


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


 


17.7 The
Premises plus any Alterations; Signage; Tenant Improvements; attached equipment, decorations, fixtures and trade fixtures; movable laboratory
casework and related appliances; and other additions and improvements attached to or built into the Premises made by either of the parties
(including all floor and wall coverings; paneling; sinks and related plumbing fixtures; laboratory benches; exterior venting fume hoods;
walk-in freezers and refrigerators; ductwork; conduits; electrical panels and circuits; attached machinery and equipment; and built- in
furniture and cabinets, in each case, together with all additions and accessories thereto), shall (unless, prior to such construction
or installation, Landlord elects otherwise in writing) at all times remain the property of Landlord, shall remain in the Premises and
shall (unless, prior to construction or installation thereof, Landlord elects otherwise in writing) be surrendered to Landlord upon the
expiration or earlier termination of this Lease. For the avoidance of doubt, the items listed on Exhibit H attached hereto (which
Exhibit H may be updated by Tenant from and after the Term Commencement Date, subject to Landlord’s written consent) constitute
Tenant’s property and shall be removed by Tenant upon the expiration or earlier termination of the Lease.


 


17.8 Notwithstanding
any other provision of this Article to the contrary, in no event shall Tenant remove any improvement from the Premises as to which Landlord
contributed payment, including the Tenant Improvements, without Landlord’s prior written consent, which consent Landlord may withhold
in its sole and absolute discretion.


 






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


 


17.10 Tenant
shall pay to Landlord an amount equal to three percent (3%) of the cost to Tenant of all Alterations (to cover Landlord’s overhead
and expenses for plan review, engineering review, coordination, scheduling and supervision thereof, except (A) Tenant shall not be required
to pay such amount for Cosmetic Alterations and (B) with respect to Tenant’s initial sublease of a portion of the Premises (which
such sublease is subject to the terms and conditions of Article 29 of this Lease), Tenant shall only be required to pay for Landlord’s
third- party out-of- pocket costs for its review, coordination, scheduling and supervision of the demolition of the demising walls of
the subleased premises, if and when such demolition occurs as part of future Alterations by Tenant. For purposes of payment of such sum,
Tenant shall submit to Landlord copies of all bills, invoices and statements covering the costs of such charges, accompanied by payment
to Landlord of the fee set forth in this Section. Tenant shall reimburse Landlord for any extra expenses incurred by Landlord by reason
of faulty work done by Tenant or its contractors, or by reason of delays caused by such work, or by reason of inadequate cleanup.


 


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


 


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


 


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


 






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18. Repairs
and Maintenance.


 


18.1 Subject
to the limitations set forth in Section 16.9, Landlord shall repair and maintain the structural and exterior portions and the Building
Common Area, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs);
exterior walls; plumbing; fire sprinkler and life safety systems (if any); base Building HVAC systems up to the first damper or isolation
valve that serves the Premises (for purposes of clarity, the portion of the HVAC system that includes such first damper or isolation valve
and extends into and through the Premises, whether serving the Lab Zone or Office Zone, and any supplemental HVAC serving the Premises,
shall not be part of the base Building HVAC and shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2
below); the Acid Neutralization Tank and associated monitoring system; the Base Building Laboratory Support Systems; elevators; and base
Building electrical systems. The Base Building Laboratory Support Systems include the following base Building systems: (i) vacuum and
compressed air; (ii) purified water and (iii) laboratory waste water treatment, and shall include only the portion of such system that
extends to the isolation valve for such system that serves the Premises; Tenant hereby agreeing that any such isolation valve and the
portion of such system that extends from such isolation valve to and in the Premises (a “Premises Laboratory Support System”)
is not a Base Building Laboratory Support System. To the extent that a Base Building Laboratory Support System does not include an isolation
valve that serves the Premises, then only the portion of such system that is located outside of the Premises shall constitute a Base Building
Laboratory Support System, and any portion of such system that is located inside the Premises shall be a Premises Laboratory Support System.
Tenant shall repair and maintain each Premises Laboratory Support System in accordance with Section 18.2 of this Lease. Further,
and with respect to the Base Building Laboratory Support System that is the purified water system for the Building, such system provides
only water that has been treated by reverse osmosis, and Landlord makes no representations or warranties with respect to the purity or
quality of such water and shall incur no liability whatsoever with respect to the purity, quality or any other condition of such water,
and Tenant, at Tenant’s sole cost and expense, shall be solely responsible for the purity, quality and condition of the water from
such purified water system that Tenant may elect to use in the Premises.


 


18.2 Except
for services of Landlord, if any, required by Section 18.1, Tenant shall at Tenant’s sole cost and expense maintain and keep
the Premises and every part thereof (including but not limited to each Premises Laboratory Support System, the portion of the HVAC system,
whether serving the Lab Zone or Office Zone, that includes such first damper or isolation valve and extends into and through the Premises,
any supplemental HVAC serving the Premises, any systems or equipment exclusively serving the Premises and any lightbulbs, lamps and ballasts
in the Premises) in good condition and repair, damage thereto from ordinary wear and tear excepted, and shall, within ten (10) days after
receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests, and to the extent
Landlord determines that a third-party expert is necessary to review or evaluate any such records relating to systems serving Tenant’s
Premises, Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket costs and expenses related thereto. Tenant shall,
upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good a condition as when the Tenant Improvements
are finally completed by Landlord, and with respect to Alterations, in substantially the same condition as existed on the date such Alterations
are substantially completed by Tenant, ordinary wear and tear excepted; and shall, at Landlord’s request and Tenant’s sole
cost and expense, remove all telephone and data systems, wiring and equipment from the Premises (with respect to wiring, only to the extent
installed by a Tenant Party (as defined below)), and repair any damage to the Premises caused thereby. Landlord shall have no obligation
to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than pursuant to the terms and provisions
of the Work Letter.


 






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18.3 Landlord
shall not be liable for any failure to make any repairs or to perform any maintenance that is Landlord’s obligation pursuant to
this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of
such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s
expense.


 


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


 


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


 


18.6 Costs
incurred by Landlord pursuant to this Article shall constitute Operating Expenses or Laboratory Support Expenses, as may be reasonably
allocated by Landlord.


 


19. Liens.


 


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


 


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


 






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


 


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


 






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21. Hazardous
Materials.


 


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


 


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


 






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


 


21.4 Upon
at least two (2) business days prior written notice to Tenant (unless Landlord reasonably believes testing must be completed sooner),
prior to the expiration of the Term, Landlord shall have the right to conduct appropriate tests of the Project or any portion thereof
to demonstrate that Hazardous Materials are present or that contamination has occurred due to the acts or omissions of a Tenant Party.
Tenant shall pay all reasonable costs of such tests if such tests reveal that Hazardous Materials exist at the Project in violation of
this Lease.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


23. Insurance;
Waiver of Subrogation.


 


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


 


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


 






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


 


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


 


(b) Commercial
Automobile Liability insurance covering liability arising from the use or operation of any auto, including those owned, hired or otherwise
operated or used by or on behalf of the Tenant. The coverage shall be on a broad-based occurrence form with combined single limits of
not less than $1,000,000 per accident for bodily injury and property damage.


 


(c) Commercial
Property insurance covering property damage to the full replacement cost value and business interruption. Covered property shall include
all tenant improvements in the Premises (to the extent not insured by Landlord pursuant to Section 23.1) and Tenant’s Property
including personal property, furniture, fixtures, machinery, equipment, stock, inventory and improvements and betterments, which may be
owned by Tenant or Landlord and required to be insured hereunder, or which may be leased, rented, borrowed or in the care custody or control
of Tenant, or Tenant’s agents, employees or subcontractors. Such insurance, with respect only to all Tenant Improvements, Alterations
or other work performed on the Premises by Tenant (collectively, “Tenant Work”), shall name Landlord and Landlord’s
current and future mortgagees as loss payees as their interests may appear. Such insurance shall be written on an “all risk”
of physical loss or damage basis including the perils of fire, extended coverage, electrical injury, mechanical breakdown, windstorm,
vandalism, malicious mischief, sprinkler leakage, back-up of sewers or drains, flood, terrorism and such other risks Landlord may from
time to time designate, for the full replacement cost value of the covered items with an agreed amount endorsement with no co-insurance.
Business interruption coverage shall have limits sufficient to cover Tenant’s lost profits and necessary continuing expenses, including
rents due Landlord under the Lease. The minimum period of indemnity for business interruption coverage shall be twelve (12) months.


 


(d) Workers’
Compensation insurance as is required by statute or law, or as may be available on a voluntary basis and Employers’ Liability insurance
with limits of not less than the following: each accident, Five Hundred Thousand Dollars ($500,000); disease ($500,000); disease (each
employee), Five Hundred Thousand Dollars ($500,000).


 






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(e) Pollution
Legal Liability insurance is not currently required based on the Hazardous Materials Documents that Tenant delivered to Landlord as of
the Execution Date. If the Hazardous Materials Documents change during the Term and Tenant continues to store, handle, generate or treat
Hazardous Materials on or about the Premises or other circumstances change related to Tenant’s use of Hazardous Materials on or
about the Premises, Landlord reserves the right, in Landlord’s sole discretion, to require Tenant to obtain Pollution Legal Liability
insurance. Such coverage shall include bodily injury, sickness, disease, death or mental anguish or shock sustained by any person; property
damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean-up costs, and
the loss of use of tangible property that has not been physically injured or destroyed; and defense costs, charges and expenses incurred
in the investigation, adjustment or defense of claims for such compensatory damages. Coverage shall apply to both sudden and non-sudden
pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals,
liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse
or body of water. Claims-made coverage is permitted, provided the policy retroactive date is continuously maintained prior to the commencement
date of this agreement, and coverage is continuously maintained during all periods in which Tenant occupies the Premises. Coverage shall
be maintained with limits of not less than $1,000,000 per incident with a $2,000,000 policy aggregate and for a period of two (2) years
thereafter.


 


(f) During
all construction by Tenant at the Premises, with respect to tenant improvements being constructed (including any Alterations, insurance
required in Exhibit B-1) must be in place.


 


23.4 The
insurance required of Tenant by this Article shall be with companies at all times having a current rating of not less than A- and financial
category rating of at least Class VII in “A.M. Best’s Insurance Guide” current edition. Tenant shall obtain for Landlord
from the insurance companies/broker or cause the insurance companies/broker to furnish certificates of insurance evidencing all coverages
required herein to Landlord. Landlord reserves the right to require complete, certified copies of all required insurance policies including
any endorsements. No such policy shall be cancelable or subject to reduction of coverage or other modification or cancellation except
after twenty (20) days’ prior written notice to Landlord from Tenant or its insurers (except in the event of non-payment of premium,
in which case ten (10) days’ written notice shall be given). All such policies shall be written as primary policies, not contributing
with and not in excess of the coverage that Landlord may carry. Tenant’s required policies shall contain severability of interests
clauses stating that, except with respect to limits of insurance, coverage shall apply separately to each insured or additional insured.
Tenant shall, prior to the expiration of such policies, furnish Landlord with renewal certificates of insurance or binders. Tenant agrees
that if Tenant does not take out and maintain such insurance, Landlord may (but shall not be required to) procure such insurance on Tenant’s
behalf and at its cost to be paid by Tenant as Additional Rent. Commercial General Liability, Commercial Automobile Liability, Umbrella
Liability, and Pollution Legal Liability insurance as required above shall name Landlord, BioMed Realty, L.P., and BRE Edison Parent L.P.,
and their respective officers, employees, agents, general partners, members, subsidiaries, affiliates and Lenders (“Landlord
Parties”) as additional insureds as respects liability arising from work or operations performed by or on behalf of Tenant,
Tenant’s use or occupancy of Premises, and ownership, maintenance or use of vehicles by or on behalf of Tenant.


 


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


 






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


 


23.7 Tenant
and its insurers hereby waive any and all rights of recovery or subrogation against the Landlord Parties with respect to any loss, damage,
claims, suits or demands, howsoever caused, that are covered, or should have been covered, by valid and collectible insurance, including
any deductibles or self-insurance maintained thereunder. If necessary, Tenant agrees to endorse the required insurance policies to permit
waivers of subrogation as required hereunder and hold harmless and indemnify the Landlord Parties for any loss or expense incurred as
a result of a failure to obtain such waivers of subrogation from insurers. Tenant, upon obtaining the policies of insurance required or
permitted under this Lease, shall give notice to its insurance carriers that the foregoing waiver of subrogation is contained in this
Lease. If such policies shall not be obtainable with such waiver or shall be so obtainable only at a premium over that chargeable without
such waiver, then Tenant shall notify Landlord of such conditions.


 


23.8 Landlord
may require insurance policy limits required under this Lease to be raised to conform with requirements of Landlord’s Lender or
to bring coverage limits to levels then being required of new tenants within the Project.


 


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


 


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


 


24. Damage
or Destruction.


 


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


 






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


 


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


 


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


 


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


 






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24.6 Notwithstanding
anything to the contrary contained in this Article, should Landlord be delayed or prevented from completing the repair, reconstruction
or restoration of the damage or destruction to the Premises after the occurrence of such damage or destruction by Force Majeure or delays
caused by a Tenant Party, then the time for Landlord to commence or complete repairs, reconstruction and restoration shall be extended
on a day-for-day basis; provided, however, that, at Landlord’s election, Landlord shall be relieved of its obligation to
make such repairs, reconstruction and restoration.


 


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


 


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


 


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


 


24.10 This
Article sets forth the terms and conditions upon which this Lease may terminate in the event of any damage or destruction. Accordingly,
the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease
as a result of any damage or destruction.


 


25. Eminent
Domain.


 


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


 






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


 


25.3 Tenant
shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that
was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in the previous sentence,
any award for such taking shall be the property of Landlord.


 


25.4 If,
upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore
the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as
determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion
of the Premises no longer available to Tenant.


 


25.5 This
Article sets forth the terms and conditions upon which this Lease may terminate in the event of any damage or destruction. Accordingly,
the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease
as a result of any damage or destruction.


 


26. Surrender.


 


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


 






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


 


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


 


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


 


27. Holding
Over.


 


27.1 If,
with Landlord’s prior written consent, Tenant holds possession of all or any part of the Premises after the Term, Tenant shall become
a tenant from month to month after the expiration or earlier termination of the Term, and in such case Tenant shall continue to pay (a) Base
Rent in accordance with Article 7, as adjusted in accordance with Article 8, and (b) any amounts for which Tenant would
otherwise be liable under this Lease if the Lease were still in effect, including payments for Tenant’s Adjusted Share of Operating
Expenses and Tenant’s Adjusted Share of Base Building Lab Systems. Any such month-to-month tenancy shall be subject to every other
term, covenant and agreement contained herein.


 


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


 


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


 


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


 


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


 






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28. Indemnification
and Exculpation.


 


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


 


28.2 Notwithstanding
anything in this Lease to the contrary, Landlord shall not be liable to Tenant for and Tenant assumes all risk of (a) damage or losses
caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water lines, malfunctioning fire sprinkler
systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant
of need for a repair that Landlord is responsible to make for an unreasonable period of time, and (b) damage to personal property or scientific
research, including loss of records kept by Tenant within the Premises (in each case, regardless of whether such damages are foreseeable).
Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of
personal property as described in this Section. Notwithstanding anything in the foregoing or this Lease to the contrary, except (x) as
otherwise provided herein (including Section 27.2), (y) as may be provided by Applicable Laws or (z) in the event of Tenant’s
breach of Article 21 or Section 26.1, in no event shall Landlord or Tenant be liable to the other for any consequential,
special or indirect damages arising out of this Lease, including lost profits (provided that this Subsection 28.2(z) shall
not limit Tenant’s liability for Base Rent or Additional Rent pursuant to this Lease).


 


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


 


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


 


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


 



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29. Assignment
or Subletting.


 


29.1 Except
as hereinafter expressly permitted, none of the following (each, a “Transfer”), either voluntarily or by operation
of Applicable Laws, shall be directly or indirectly performed without Landlord’s prior written consent, which consent shall not
be unreasonably withheld, conditioned or delayed: (a) Tenant selling, hypothecating, assigning, pledging, encumbering or otherwise transferring
this Lease or subletting the Premises or (b) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than
as a result of shares in Tenant being sold on a public stock exchange). Notwithstanding the immediately foregoing clause (b), Tenant shall
have the right to obtain financing from institutional investors (including venture capital funding) which regularly invest in private
biotechnology companies that results in a change in control of Tenant without such change of control constituting a Transfer under this
Lease; provided that (i) any such financing is obtained primarily to increase the capitalization of Tenant and (ii) Tenant provides Landlord
written notice of such financing promptly following the closing of such financing. For purposes of the first sentence of this Section
29.1, “control” means (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity
interests of another person or (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and
policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer, without Landlord’s prior written
consent, Tenant’s interest in this Lease or the Premises or any part thereof to (x) any person that as of the date of determination
and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common
control with Tenant (“Tenant’s Affiliate”) or (y) any entity that succeeds to Tenant’ interest in the Lease
by reason of acquisition (whereby the acquisition consists of all or substantially all of Tenant’s stock or assets), merger, spin-off
or consolidation (“Tenant’s Successor”) or (z) any portfolio company of Atlas Ventures (an “Atlas Company”)
provided that with respect to a Transfer to an Atlas Company, such Transfer is a sublease or license only for not more than 15,000 contiguous
square feet of Rentable Area; provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness
of such Transfer to Tenant’s Affiliate, Tenant’s Successor or an Atlas Company (an “Exempt Transfer”) and
otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will
be the tenant under this Lease after an Exempt Transfer under the immediately foregoing clauses (x) and (y) has a net worth (as of both
the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of
both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant; and provided, further, that with respect
to a Transfer to an Atlas Company under the immediately foregoing clause (z), if the first Transfer to an Atlas Company occurs during
the first (1st) twelve months of the Term and the term of such sublease or license is not greater than three (3) years from
the date of the sublease or license, then for such first Transfer only, the Required Financials (as hereinafter defined) of such Atlas
Company shall be provided to Landlord but Landlord shall not have the right to approve same, and with respect to any other Transfer to
an Atlas Company under the immediately foregoing clause (z), the Required Financials (as hereinafter defined) of such Atlas Company shall
be reasonably satisfactory to Landlord. For purposes of the immediately preceding sentence, “control” requires both (a) owning
(directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly
or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform
a Transfer to or with an entity that is a tenant at the Hampshire Project or that is in active discussions with Landlord or an affiliate
of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord. As used in the immediately foregoing
sentence, the term “active discussion” shall mean a proposed transaction in which either Landlord (or its affiliate) or such
entity (or their respective broker) has submitted in writing to the other (or to the other’s broker) the material terms of a proposed
lease transaction within thirty (30) days of Tenant offering a proposal to Landlord or such affiliate. Notwithstanding anything in this
Lease to the contrary, if (a) Tenant or any proposed transferee, assignee or sublessee of Tenant has been required by any prior landlord,
Lender or Governmental Authority to take material remedial action in connection with Hazardous Materials contaminating a property if the
contamination resulted from such party’s action or omission or use of the property in question or (b) Tenant or any proposed transferee,
assignee or sublessee is subject to a material enforcement order issued by any Governmental Authority in connection with the use, disposal
or storage of Hazardous Materials, then Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion
(with respect to any such matter involving Tenant), and it shall not be unreasonable for Landlord to withhold its consent to any proposed
transfer, assignment or subletting (with respect to any such matter involving a proposed transferee, assignee or sublessee).


 






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


 


29.3 Landlord,
in determining whether consent should be given to a proposed Transfer, may give consideration to (a) the financial strength of Tenant
and of such transferee, assignee or sublessee (notwithstanding Tenant remaining liable for Tenant’s performance), (b) any change
in use that such transferee, assignee or sublessee proposes to make in the use of the Premises and (c) Landlord’s desire to
exercise its rights under Section 29.7 to cancel this Lease. In no event shall Landlord be deemed to be unreasonable for declining
to consent to a Transfer to a transferee, assignee or sublessee of poor reputation, lacking financial qualifications or seeking a change
in the Permitted Use, or jeopardizing directly or indirectly the status of Landlord or any of Landlord’s affiliates as a Real Estate
Investment Trust under the Internal Revenue Code of 1986 (as the same may be amended from time to time, the “Revenue Code”).
Notwithstanding anything contained in this Lease to the contrary, (w) no Transfer shall be consummated on any basis such that the rental
or other amounts to be paid by the occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, on
the income or profits derived by the business activities of such occupant, assignee, manager or other transferee; (x) Tenant shall not
furnish or render any services to an occupant, assignee, manager or other transferee with respect to whom transfer consideration is required
to be paid, or manage or operate the Premises or any capital additions so transferred, with respect to which transfer consideration is
being paid; (y) Tenant shall not consummate a Transfer with any person in which Landlord owns an interest, directly or indirectly (by
applying constructive ownership rules set forth in Section 856(d)(5) of the Revenue Code); and (z) Tenant shall not consummate a Transfer
with any person or in any manner that could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease,
license or other arrangement for the right to use, occupy or possess any portion of the Premises to fail to qualify as “rents from
real property” within the meaning of Section 856(d) of the Revenue Code, or any similar or successor provision thereto or which
could cause any other income of Landlord to fail to qualify as income described in Section 856(c)(2) of the Revenue Code.


 






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


 


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



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


 


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


 


(d) Tenant
shall reimburse Landlord for Landlord’s actual costs and expenses, including reasonable attorneys’ fees, charges and disbursements
incurred in connection with the review, processing and documentation of such request not to exceed $2,500;


 


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


 


(f) The
proposed transferee, assignee or sublessee shall agree that, in the event Landlord gives such proposed transferee, assignee or sublessee
notice that Tenant is in default under this Lease, such proposed transferee, assignee or sublessee shall thereafter make all payments
otherwise due Tenant directly to Landlord, which payments shall be received by Landlord without any liability being incurred by Landlord,
except to credit such payment against those due by Tenant under this Lease, and any such proposed transferee, assignee or sublessee shall
agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, that
in no event shall Landlord or its Lenders, successors or assigns be obligated to accept such attornment;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


29.5 Any
Transfer that is not in compliance with the provisions of this Article or with respect to which Tenant does not fulfill its obligations
pursuant to this Article shall be void and shall, at the option of Landlord, terminate this Lease.


 


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


 


29.7 If
Tenant delivers to Landlord a Transfer Notice indicating a desire to assign this Lease (other than pursuant to an Exempt Transfer) or
(a) sublet more than sixty percent (60%) of the Rentable Area of the Premises (either in a single sublease or in the aggregate) (other
than pursuant to Exempt Transfers that are not Transfers to Atlas Companies) or (b) sublet more than fifty percent (50%) of the Premises
for the remainder of the Term of this Lease (other than pursuant to Exempt Transfers that are not Transfer to Atlas Companies), then Landlord
shall have the option, exercisable by giving notice to Tenant at any time within ten (10) days after Landlord’s receipt of such
Transfer Notice, to terminate this Lease as of the date specified in the Transfer Notice as the Transfer Date, except for those provisions
that, by their express terms, survive the expiration or earlier termination hereof. If Landlord exercises such option, then Tenant shall
have the right to withdraw such Transfer Notice by delivering to Landlord written notice of such election within five (5) days after Landlord’s
delivery of notice electing to exercise Landlord’s option to terminate this Lease. In the event Tenant withdraws the Transfer Notice
as provided in this Section, this Lease shall continue in full force and effect. No failure of Landlord to exercise its option to terminate
this Lease shall be deemed to be Landlord’s consent to a proposed Transfer.


 






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29.8 If
Tenant sublets the Premises or any portion thereof, Tenant hereby immediately and irrevocably assigns to Landlord, as security for Tenant’s
obligations under this Lease, all rent from any such subletting, and Landlord (or a receiver for Tenant appointed on Landlord’s
application) may collect such rent and apply it toward Tenant’s obligations under this Lease; provided that, until the occurrence
of a Default (as defined below) by Tenant, Tenant shall have the right to collect such rent. The terms of this Section 29.8 are
self-operative, however, if Tenant fails to confirm Landlord’s rights under this Section 29.8 in writing within five (5)
business days after written notice from Landlord, Tenant hereby appoints Landlord as assignee and attorney-in-fact for Tenant to collect
and apply any such rents in accordance with this Section 29.8. Tenant acknowledges and agrees that notwithstanding anything in
this Lease to the contrary and with respect to the immediately foregoing sentence it shall not be entitled to any other cure period as
may be specified in this Lease other than the 5-business day cure period specified in this Section 29.8.


 


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


 


30. Subordination
and Attornment.


 


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


 


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


 


30.3 Upon
written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering
the terms of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a
part.


 


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


 






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31. Defaults
and Remedies.


 


31.1 Late
payment by Tenant to Landlord of Rent and other sums due shall cause Landlord to incur costs not contemplated by this Lease, the exact
amount of which shall be extremely difficult and impracticable to ascertain. Such costs include processing and accounting charges and
late charges that may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises. Therefore, if any installment
of Rent due from Tenant is not received by Landlord within three (3) days after the date such payment is due, Tenant shall pay to Landlord
(a) an additional sum of six percent (6%) of the overdue Rent as a late charge plus (b) interest at an annual rate (the “Default
Rate”) equal to the lesser of (a) twelve percent (12%) and (b) the highest rate permitted by Applicable Laws. The parties agree
that this late charge represents a fair and reasonable estimate of the costs that Landlord shall incur by reason of late payment by Tenant
and shall be payable as Additional Rent to Landlord due with the next installment of Rent or within five (5) business days after Landlord’s
demand, whichever is earlier. Landlord’s acceptance of any Additional Rent (including a late charge or any other amount hereunder)
shall not be deemed an extension of the date that Rent is due or prevent Landlord from pursuing any other rights or remedies under this
Lease, at law or in equity.


 


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


 


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


 


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


 


(a) Tenant
abandons or vacates the Premises;


 


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


 






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(c) Tenant
fails to observe or perform any obligation or covenant contained herein (other than described in Sections 31.4(a) and 31.4(b))
to be performed by Tenant, where such failure continues for a period of thirty (30) days after written notice thereof from Landlord to
Tenant; provided that, if the nature of Tenant’s default is such that it reasonably requires more than thirty (30) days to
cure, Tenant shall not be deemed to be in Default if Tenant commences such cure within such thirty (30) day period and thereafter diligently
prosecutes the same to completion; and provided, further, that such cure is completed no later than thirty (30) days after Tenant’s
receipt of written notice from Landlord;


 


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


 


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


 


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


 


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


 


(h) Tenant
fails to deliver an estoppel certificate in accordance with Article 20; or


 


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


 


Notices given under this Section shall specify
the alleged default and shall demand that Tenant perform the provisions of this Lease or pay the Rent that is in arrears, as the case
may be, within the applicable period of time, or quit the Premises. No such notice shall be deemed a forfeiture or a termination of this
Lease unless Landlord elects otherwise in such notice.


 


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


 


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


 


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


 






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


 


(i) The
worth at the time of award of any unpaid Rent that had accrued at the time of such termination; plus


 


(ii) The
costs of restoring the Premises to the condition required under the terms of this Lease; plus


 


(iii) An
amount (the “Election Amount”) equal to either (A) the positive difference (if any, and measured at the time of such
termination) between (1) the then- present value of the total Rent and other benefits that would have accrued to Landlord under this Lease
for the remainder of the Term if Tenant had fully complied with the Lease minus (2) the then-present cash rental value of the Premises
as determined by Landlord for what would be the then-unexpired Term if the Lease remained in effect, computed using the discount rate
of the Federal Reserve Bank of San Francisco at the time of the award plus one (1) percentage point (the “Discount Rate”)
or (B) twelve (12) months (or such lesser number of months as may then be remaining in the Term) of Base Rent and Additional Rent at the
rate last payable by Tenant pursuant to this Lease, in either case as Landlord specifies in such election. Landlord and Tenant agree that
the Election Amount represents a reasonable forecast of the minimum damages expected to occur in the event of a breach, taking into account
the uncertainty, time and cost of determining elements relevant to actual damages, such as fair market rent, time and costs that may be
required to re-lease the Premises, and other factors; and that the Election Amount is not a penalty.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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33. Brokers.


 


33.1 Tenant
represents and warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease
other than Newmark Grubb Knight Frank and Transwestern I RBJ (collectively, “Broker”), and that it knows of no other
real estate broker or agent that is or might be entitled to a commission in connection with this Lease. Landlord shall compensate Broker
in relation to this Lease pursuant to a separate agreement between Landlord and Broker.


 


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


 


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


 


33.4 Tenant
agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the Landlord
Indemnitees harmless from any and all cost or liability for compensation claimed by any broker or agent, other than Broker, employed or
engaged by Tenant or claiming to have been employed or engaged by Tenant.


 


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


 


35. Limitation
of Landlord’s Liability.


 


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


 






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


 


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


 


36. Joint and Several
Obligations . If more than one person or entity executes this Lease as Tenant, then:


 


36.1 Each
of them is jointly and severally liable for the keeping, observing and performing of all of the terms, covenants, conditions, provisions
and agreements of this Lease to be kept, observed or performed by Tenant, and such terms, covenants, conditions, provisions and agreements
shall be binding with the same force and effect upon each and all of the persons executing this Agreement as Tenant; and


 


36.2 The
term “Tenant,” as used in this Lease, shall mean and include each of them, jointly and severally. The act of, notice
from, notice to, refund to, or signature of any one or more of them with respect to the tenancy under this Lease, including any renewal,
extension, expiration, termination or modification of this Lease, shall be binding upon each and all of the persons executing this Lease
as Tenant with the same force and effect as if each and all of them had so acted, so given or received such notice or refund, or so signed.


 






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


 


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


 


39. Notices .
Except as otherwise stated in this Lease, any notice, consent, demand, invoice, statement or other communication required or
permitted to be given hereunder shall be in writing and shall be given by (a) personal delivery, (b) overnight delivery with a
reputable international overnight delivery service, such as FedEx, or (c) facsimile or email transmission, so long as such
transmission is followed within one (1) business day by delivery utilizing one of the methods described in Subsection 39(a)
or (b). Any such notice, consent, demand, invoice, statement or other communication shall be deemed delivered (x) upon
receipt, if given in accordance with Subsection 39(a); (y) one (1) business day after deposit with a reputable international
overnight delivery service, if given if given in accordance with Subsection 39(b); or (z) upon transmission, if given in
accordance with Subsection 39(c). Except as otherwise stated in this Lease, any notice, consent, demand, invoice, statement or other
communication required or permitted to be given pursuant to this Lease shall be addressed to Tenant at the Premises, or to Landlord
or Tenant at the addresses shown in Sections 2.9 and 2.10 or 2.11, respectively. Either party may, by notice to
the other given pursuant to this Section, specify additional or different addresses for notice purposes.


 






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40. Miscellaneous.


 


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


 


40.2 To
induce Landlord to enter into this Lease, Tenant agrees that it shall furnish to Landlord, from time to time, within ten (10) business
days after receipt of Landlord’s written request, the most recent year-end unconsolidated balance sheet, profit and loss statement,
and statement of cash flow of Tenant reflecting Tenant’s financial condition audited by a nationally recognized accounting firm;
provided that Tenant shall not be required to provide said statements more than one (1) time per year unless Tenant’s balance
sheet, profit and loss statement, or statement of cash flow are restated or amended, in which case Tenant shall, within ten (10) business
days after such restatement or amendment, deliver the restated balance sheet, profit and loss statement, or statement of cash flow, as
the case may be, of Tenant to Landlord. Tenant shall, within ninety (90) days after the end of Tenant’s financial year, furnish
Landlord with a certified copy of Tenant’s year-end unconsolidated balance sheet, profit and loss statement, and statement of cash
flow of Tenant for the previous year audited by a nationally recognized accounting firm, and Tenant shall, if Tenant’s balance sheet,
profit and loss statement, or statement of cash flow of Tenant are subsequently restated or amended, deliver the restated balance sheet,
profit and loss statement, or statement of cash flow, as the case may be, to Landlord within ten (10) business days after such restatement
or amendment. Tenant represents and warrants that all balance sheets, profit and loss statements, and statements of cash flow, records
and information furnished by Tenant to Landlord in connection with this Lease are true, correct and complete in all respects. If an audited
balance sheet, profit and loss statement, and statement of cash flow are not otherwise prepared, an unaudited balance sheet, profit and
loss statement, and statement of cash flow complying with generally accepted accounting principles and certified by the chief financial
officer, or an employee of Tenant with a similar position if there is no chief financial officer, of Tenant as true, correct and complete
in all respects shall suffice for purposes of this Section. If Tenant fails to deliver to Landlord any financial statement within the
time period required under this Section, then Tenant shall be required to pay to Landlord an administrative fee equal to Five Hundred
Dollars ($500) within five (5) business days after receiving written notice from Landlord advising Tenant of such failure (provided,
however, that Landlord’s acceptance of such fee shall not prevent Landlord from pursuing any other rights or remedies under this
Lease, at law or in equity). The provisions of this Section shall not apply at any time while Tenant is a corporation whose shares are
traded on any nationally recognized stock exchange.


 


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


 


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


 


40.5 Upon
the request of either Landlord or Tenant, the parties shall execute a document in recordable form containing only such information as
is necessary to constitute a Notice of Lease under Massachusetts law. All costs of preparing and recording such notice shall be borne
by the requesting party. Within ten (10) days after receipt of written request from Landlord after the expiration or earlier termination
of this Lease, Tenant shall execute a termination of any Notice of Lease recorded with respect hereto. Neither party shall record this
Lease.


 






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40.6 Where
applicable in this Lease, the singular includes the plural and the masculine or neuter includes the masculine, feminine and neuter. The
words “include,” “includes,” “included” and “including” mean “‘include,’
etc., without limitation.” The word “shall” is mandatory and the word “may” is permissive. The section headings
of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease.
Landlord and Tenant have each participated in the drafting and negotiation of this Lease, and the language in all parts of this Lease
shall be in all cases construed as a whole according to its fair meaning and not strictly for or against either Landlord or Tenant.


 


40.7 Except
as otherwise expressly set forth in this Lease, each party shall pay its own costs and expenses incurred in connection with this Lease
and such party’s performance under this Lease; provided that, if either party commences an action, proceeding, demand, claim,
action, cause of action or suit against the other party arising out of or in connection with this Lease, then the substantially prevailing
party shall be reimbursed by the other party for all reasonable costs and expenses, including reasonable attorneys’ fees and expenses,
incurred by the substantially prevailing party in such action, proceeding, demand, claim, action, cause of action or suit, and in any
appeal in connection therewith (regardless of whether the applicable action, proceeding, demand, claim, action, cause of action, suit
or appeal is voluntarily withdrawn or dismissed).


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


41. Rooftop
Installation Area.


 


41.1 Tenant
may use the portion of the Building identified as a “Rooftop Allocation Areas” on Exhibit A attached hereto (the “Rooftop
Installation Area”) solely to operate, maintain, repair and replace rooftop antennae, mechanical equipment, communications antennas
and other equipment installed by Tenant in the Rooftop Installation Area in accordance with this Article (“Tenant’s Rooftop
Equipment”). Tenant’s Rooftop Equipment shall be only for Tenant’s use of the Premises for the Permitted Use.


 


41.2 Tenant
shall install Tenant’s Rooftop Equipment at its sole cost and expense, at such times and in such manner as Landlord may reasonably
designate, and in accordance with this Article and the applicable provisions of this Lease regarding Alterations. Tenant’s Rooftop
Equipment and the installation thereof shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably
withheld. Among other reasons, Landlord may withhold approval if the installation or operation of Tenant’s Rooftop Equipment could
reasonably be expected to damage the structural integrity of the Building or to transmit vibrations or noise or cause other adverse effects
beyond the Premises to an extent not customary in first class laboratory buildings, unless Tenant implements measures that are acceptable
to Landlord in its reasonable discretion to avoid any such damage or transmission.


 






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41.3 Tenant
shall comply with any roof or roof-related warranties. Tenant shall obtain a letter from Landlord’s roofing contractor within thirty
(30) days after completion of any Tenant work on the rooftop stating that such work did not affect any such warranties. Tenant, at its
sole cost and expense, shall inspect the Rooftop Installation Area at least annually, and correct any loose bolts, fittings or other appurtenances
and repair any damage to the roof caused by the installation or operation of Tenant’s Rooftop Equipment. Tenant shall not permit
the installation, maintenance or operation of Tenant’s Rooftop Equipment to violate any Applicable Laws, including any applicable
noise ordinances, or constitute a nuisance. Tenant shall pay Landlord within thirty (30) days after demand (a) all applicable taxes, charges,
fees or impositions imposed on Landlord by Governmental Authorities as the result of Tenant’s use of the Rooftop Installation Areas
in excess of those for which Landlord would otherwise be responsible for the use or installation of Tenant’s Rooftop Equipment and
(b) the amount of any increase in Landlord’s insurance premiums as a result of the installation of Tenant’s Rooftop Equipment.
Upon Tenant’s written request to Landlord, Landlord shall use commercially reasonable efforts to cause other tenants to remedy any
interference in the operation of Tenant’s Rooftop Equipment caused by any such tenants’ equipment installed after the applicable
piece of Tenant’s Rooftop Equipment; provided, however, that Landlord shall not be required to request that such tenants
waive their rights under their respective leases.


 


41.4 If
Tenant’s Equipment (a) causes physical damage to the structural integrity of the Building, (b) interferes with any telecommunications,
mechanical or other systems located at or near or servicing the Building or the Project that were installed prior to the installation
of Tenant’s Rooftop Equipment, (c) interferes with any other service provided to other tenants in the Building or the Project by
rooftop or penthouse installations that were installed prior to the installation of Tenant’s Rooftop Equipment or (d) interferes
with any other tenants’ business, in each case in excess of that permissible under Federal Communications Commission regulations,
then Tenant shall cooperate with Landlord to determine the source of the damage or interference and promptly repair such damage and eliminate
such interference, in each case at Tenant’s sole cost and expense, within ten (10) days after receipt of notice of such damage or
interference (which notice may be oral; provided that Landlord also delivers to Tenant written notice of such damage or interference
within twenty-four (24) hours after providing oral notice).


 


41.5 Landlord
reserves the right to cause Tenant to relocate Tenant’s Rooftop Equipment to comparably functional space on the roof or in the penthouse
of the Building by giving Tenant prior written notice thereof. Landlord agrees to pay the reasonable costs thereof. Tenant shall arrange
for the relocation of Tenant’s Rooftop Equipment within sixty (60) days after receipt of Landlord’s notification of such relocation.
In the event Tenant fails to arrange for relocation within such sixty (60)-day period, Landlord shall have the right to arrange for the
relocation of Tenant’s Rooftop Equipment in a manner that does not unnecessarily interrupt or interfere with Tenant’s use
of the Premises for the Permitted Use.


 






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42. Option to Extend
Term . Tenant shall have the option (“Option”) to extend the Term by
five (5) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any
extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows:


 


42.1 Base
Rent at the commencement of the Option term shall equal the greater of (a) one hundred percent (100%) of the then-current Base Rent
(together with the annual increase specified in Section 8 hereof) and (b) the then-current fair market value for comparable office
and laboratory space in the East Cambridge submarket of comparable age, quality, level of finish and proximity to amenities and public
transit, and containing the systems and improvements present in the Premises as of the date that Tenant gives Landlord written notice
of Tenant’s election to exercise the Option (“FMV”), and shall be further increased on each annual anniversary
of the Option term commencement date by three percent (3%). Tenant may, no more than twelve (12) months prior to the date the Term is
then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after
receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice
shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall
endeavor to agree upon the FMV, taking into account all relevant factors, including (v) the size of the Premises, (w) the length of the
Option term, (x) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent,
tenant improvement allowances and moving allowances, (y) Tenant’s creditworthiness and (z) the quality and location of the
Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty (30) days after Tenant notifies
Landlord that Tenant is exercising the Option, then either party may request that the same be determined as follows: a senior officer
of a nationally recognized leasing brokerage firm with local knowledge of the East Cambridge laboratory/research and development leasing
submarket (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and
Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the Judicial Arbitration
and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the
parties or designated by JAMS shall (y) have at least ten (10) years’ experience in the leasing of laboratory/research and development
space in the East Cambridge submarket and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of either
for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball
Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and
the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents
the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected
by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable
for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall
not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to
the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly
execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties
to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section.


 


42.2 The
Option is not assignable separate and apart from this Lease.


 






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42.3 The
Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior
to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant
assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable
to require Landlord to accept any exercise of the Option after the date provided for in this Section.


 


42.4 Notwithstanding
anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option:


 


(a) During
the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this
Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or


 


(b) At
any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section
42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such
Default, if such Default is susceptible to being cured; or


 


(c) In
the event that Tenant has defaulted in the performance of its obligations under this Lease two (2) or more times during the twelve (12)-month
period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults.


 


42.5 The
period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to
exercise such Option because of the provisions of Section 42.4.


 


42.6 All
of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s
due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to
pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant
fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant
of such default or (c) Tenant has defaulted under this Lease two (2) or more times and a service or late charge under Section 31.1
has become payable for any such default, whether or not Tenant has cured such defaults.


 


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


 


	LANDLORD:
	 
	BMR-HAMPSHIRE LLC
	a Delaware limited liability company
	 
	By:	/s/ William
    Kane	 
	Name:	William Kane	 
	Title:	Senior Vice President East
    Coast Leasing	 
	 
	TENANT:
	 
	SURFACE ONCOLOGY, INC.,
	a Delaware corporation
	 
	By: 	/s/ Detlev Biniszkiewicz	 
	Name:  	Detlev Biniszkiewicz	 
	Title: 	CEO & President	 



 



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EXHIBIT A


 


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EXHIBIT B


 


WORK LETTER


 


This Work Letter (this “Work
Letter”) is made and entered into as of the 13th day of May, 2016, by and between BMR-HAMPSHIRE LLC, a Delaware limited
liability company (“Landlord”), and SURFACE ONCOLOGY, INC., a Delaware corporation (“Tenant”), and
is attached to and made a part of that certain Lease dated as of May 13 , 2016 (as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time, the “Lease”), by and between Landlord and Tenant for the Premises
located at 50 Hampshire Street, Cambridge, Massachusetts. All capitalized terms used but not otherwise defined herein shall have the meanings
given them in the Lease.


 


1. General
Requirements.


 


1.1 Authorized
Representatives.


 


(a) Landlord
designates, as Landlord’s authorized representative (“Landlord’s Authorized Representative”), (i) Edward
McDonald as the person authorized to initial plans, drawings, approvals and to sign change orders pursuant to this Work Letter and (ii)
an officer of Landlord as the person authorized to sign any amendments to this Work Letter or the Lease. Tenant shall not be obligated
to respond to or act upon any such item until such item has been initialed or signed (as applicable) by the appropriate Landlord’s
Authorized Representative. Landlord may change either Landlord’s Authorized Representative upon one (1) business day’s prior
written notice to Tenant.


 


(b) Tenant
designates Jessica Fees (“Tenant’s Authorized Representative”) as the person authorized to initial and sign all
plans, drawings, change orders and approvals pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any
such item until such item has been initialed or signed (as applicable) by Tenant’s Authorized Representative. Tenant may change
Tenant’s Authorized Representative upon one (1) business day’s prior written notice to Landlord.


 


1.2 Schedule.
The schedule for design and development of the Tenant Improvements, including the time periods for preparation and review of construction
documents, approvals and performance, shall be in accordance with the schedule attached hereto as Attachment 1 (the “Schedule”).
The Schedule shall be subject to adjustment as mutually agreed upon in writing by the parties, or as otherwise provided in this Work Letter.


 


1.3 Landlord’s
Architects, Contractors and Consultants. The architect, engineering consultants, design team, general contractor and subcontractors
responsible for the construction of the Tenant Improvements shall be selected by Landlord.


 


1.4 Construction
Meetings. Landlord, its general contractor and Tenant shall reasonably cooperate to schedule and conduct regular construction meetings
(approximately once per week, except as otherwise agreed to by the parties) regarding the progress of the Tenant Improvements and Landlord’s
Work. During such meetings, Landlord shall use commercially reasonable efforts to notify Tenant of any potential delays in construction.
Tenant’s representative shall have the right to attend such meetings via conference call or other reasonably agreed means.


 









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2. Tenant Improvements .
All Tenant Improvements shall be performed by Landlord’s contractor, at Tenant’s sole cost and expense (subject to
Landlord’s obligations with respect to any portion of the TI Allowance used by Landlord in completing the Tenant Improvements)
and in substantial accordance with the Approved Plans (as defined below), the Lease and this Work Letter. To the extent that the
total projected cost of the Tenant Improvements (as projected by Landlord) exceeds the TI Allowance (such excess, the “Excess
TI Costs”), Tenant shall pay the costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become
due, in the proportion of Excess TI Costs payable by Tenant to the TI Allowance payable by Landlord. If the cost of the Tenant
Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and
Tenant shall pay any additional Excess TI Costs with Landlord in the same manner that Tenant is required to pay the initial Excess
TI Costs, as aforesaid. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord
shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the
right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be
considered Rent. All material and equipment furnished by Landlord or its contractors as the Tenant Improvements shall be new or
“like new,” and the Tenant Improvements shall be performed in a first-class, workmanlike manner.


 


2.1 Work
Plans. Landlord and Tenant hereby approve the schematic plans for the Tenant Improvements, copies of which are attached as Attachment
2 to this Work Letter (the “Approved Schematic Plans”).


 


2.2 Construction
Plans. Landlord shall prepare final plans and specifications for the Tenant Improvements that (a) are consistent with and are logical
evolutions of the Approved Schematic Plans and (b) incorporate any other Tenant-requested (and Landlord-approved) Changes (as defined
below). As soon as such final plans and specifications (“Construction Plans”) are completed, Landlord shall deliver
the same to Tenant for Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Such Construction
Plans shall be approved or disapproved by Tenant within five (5) days after delivery to Tenant. Tenant’s failure to respond within
such five (5) day period shall be deemed approval by Tenant. If the Construction Plans are disapproved by Tenant, then Tenant shall notify
Landlord in writing of its reasonable objections to such Construction Plans, and the parties shall confer and negotiate in good faith
to reach agreement on the Construction Plans. Promptly after the Construction Plans are approved by Landlord and Tenant, two (2) copies
of such Construction Plans shall be initialed and dated by Landlord and Tenant, and Landlord shall promptly submit such Construction Plans
to all appropriate Governmental Authorities for approval. The Construction Plans so approved, and all change orders specifically permitted
by this Work Letter, are referred to herein as the “Approved Plans.”


 






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2.3 Changes
to the Tenant Improvements. Any changes to the Approved Plans (each, a “Change”) shall be requested and instituted
in accordance with the provisions of this Article 2 and shall be subject to the written approval of the non-requesting party in
accordance with this Work Letter.


 


(a) Change
Request. Either Landlord or Tenant may request Changes after Tenant approves the Approved Plans by notifying the other party thereof
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 requested Changes, including (a) the Change, (b) the party required to perform
the Change and (c) any modification of the Approved Plans and the Schedule, as applicable, necessitated by the Change. If the nature of
a Change requires revisions to the Approved Plans, then the requesting party shall be solely responsible for the cost and expense of such
revisions and any increases in the cost of the Tenant Improvements as a result of such Change. Change Requests shall be signed by the
requesting party’s Authorized Representative.


 


(b) Approval
of Changes. All Change Requests shall be subject to the other party’s prior written approval, which approval shall not be unreasonably
withheld, conditioned or delayed. The non-requesting party shall have five (5) business days after receipt of a Change Request to notify
the requesting party in writing of the non-requesting party’s decision either to approve or object to the Change Request. The non-requesting
party’s failure to respond within such five (5) business day period shall be deemed approval by the non-requesting party.


 


3. Requests for Consent .
Except as otherwise provided in this Work Letter, Tenant shall respond to all requests for consents, approvals or directions made by
Landlord pursuant to this Work Letter within five (5) days following Tenant’s receipt of such request. Tenant’s failure
to respond within such five (5) day period shall be deemed approval by Tenant.


 


4. TI
Allowance.


 


4.1 Application
of TI Allowance. Landlord shall contribute the TI Allowance and any Excess TI Costs advanced by Tenant to Landlord toward the costs
and expenses incurred in connection with the performance of the Tenant Improvements, in accordance with Article 4 of the Lease.
If the entire TI Allowance is not applied toward or reserved for the costs of the Tenant Improvements, then Tenant shall not be entitled
to a credit of such unused portion of the TI Allowance. If the entire Excess TI Costs advanced by Tenant to Landlord are not applied toward
the costs of the Tenant Improvements, then Landlord shall promptly return such excess to Tenant following completion of the Tenant Improvements.
Tenant may apply the TI Allowance for the payment of construction and other costs in accordance with the terms and provisions of the Lease.


 


4.2 Approval
of Budget for the Tenant Improvements. The parties agree that the initial budget for the Tenant Improvements is attached hereto as
Attachment 3 (the “Approved Budget”). Tenant shall promptly reimburse Landlord for costs or expenses relating
to the Tenant Improvements that exceed the amount of the TI Allowance, including paying any Excess TI Costs in accordance with this Work
Letter.


 


5. Miscellaneous.


 


5.1 Incorporation
of Lease Provisions. Sections 40.6 through 40.19 of the Lease are incorporated into this Work Letter by reference, and
shall apply to this Work Letter in the same way that they apply to the Lease.


 






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5.2 General.
Except as otherwise set forth in the Lease or this Work Letter, this Work Letter shall not apply to improvements performed in any additional
premises added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise; or to any portion
of the Premises or any additions to the Premises in the event of a renewal or extension of the original Term, whether by any options under
the Lease or otherwise, unless the Lease or any amendment or supplement to the Lease expressly provides that such additional premises
are to be delivered to Tenant in the same condition as the initial Premises.


 


5.3 Punch
list. Within ten (10) days after the date of Substantial Completion of the Tenant Improvements, Landlord’s Authorized Representative
and Tenant’s Authorized Representative shall inspect the Premises and identify “punch list” items of the Tenant Improvements
(i.e., minor defects or conditions in the Tenant Improvements that do not materially and adversely interfere with Tenant’s use and
occupancy of the Premises for the permitted use set forth in the Lease) and jointly prepare a written list of such “punch list”
items. Landlord shall use commercially reasonable efforts to complete all “punch list” items within thirty (30) days after
such inspection, subject to Force Majeure or any delay caused by the action or omission of Tenant, its employees, contractors or representatives.


 


5.4 Warranties.
To the extent assignable, Landlord will assign all warranties obtained by Landlord in connection with the Tenant Improvements, including,
without limitation, any equipment for the Premises installed by Landlord; provided, however, that, notwithstanding any such assignment,
Landlord shall also retain the right to enforce such warranties against the applicable contractor, at Landlord’s sole option, and
further provided that if any such warranties are not assignable, then Landlord, upon written notice from Tenant, shall use commercially
reasonable efforts to enforce such non-assignable warranties. With respect to those warranties that have been assigned to Tenant, upon
Tenant’s written request of Landlord and at Tenant’s sole cost and expense, Landlord shall reasonably cooperate with Tenant
in enforcing such warranties; provided, however, that Landlord shall have no obligations under this sentence in connection with any litigation
between Tenant and the provider of such warranty.


 


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IN WITNESS WHEREOF, Landlord
and Tenant have executed this Work Letter as a sealed Massachusetts instrument to be effective on the date first above written.


 


	BMR-HAMPSHIRE LLC,
	a Delaware limited liability company
	 	 	 
	By:	/s/ Willian Kane	 
	Name:	William Kane	 
	Title:	Senior Vice President East Coast Leasing	 
	 	 	 



 


	TENANT:
	 
	SURFACE ONCOLOGY, INC.,
	a Delaware corporation
	 
	By:	/s/ Detlev Biniszkiewicz	 
	Name:	Detlev Biniszkiewicz	 
	Title:	CEO and President	 



 




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Attachment 1 to Work Letter


 


Schedule


 


[***]


 


 


 


 


 


 


 


 


 


 


 




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Attachment 2 to Work Letter


 


Approved Schematic Plans


 


[***]


 


 


 


 


 


 


 


 


 


 


 


 




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Attachment 3 to Work Letter


 


Budget


 


[See attached]


 


 


 


 


 


 


 


 


 


 


 




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BioMed Realty Trust


50 Hampshire Street


 


Surface - Conceptual Development Budget


5/2/16


 


	 	50 Hampshire Street -Surface	 	32,018  rsf	 
	 	 	 	 	 
	 	TI|HARD COST	 	 	 
	 	Hard Cost | CM Estimate	 	[***]	 
	 	Hard Cost Contingency	 	[***]	 
	 	SUB-TOTAL - TI HARD COST	 	[***]	 
	 	 	 	 	 
	 	TI|SOFT COST	 	 	 
	 	Design Fees	 	[***]	 
	 	Design Reimbursables	 	[***]	 
	 	Building Shutdown Fees	 	[***]	 
	 	Commissioning	 	[***]	 
	 	Soft Cost Contingency	 	[***]	 
	 	Development Fee	 	[***]	 
	 	SUB-TOTAL - TI SOFT COST	 	[***]	 
	 	 	 	 	 
	 	total PROJECT COST	 	[***]	 
	 	 	 	 	 
	 	tenant improvement allowance	 	[***]	 
	 	 	 	 	 
	 	excess tenant improvement	 	[***]	 


 




     


     


    

 


EXHIBIT B-1


 


TENANT WORK INSURANCE SCHEDULE


 


[***]


 




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EXHIBIT B-2


 


LANDLORD’S WORK


 


[***]


 




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EXHIBIT C


 


ACKNOWLEDGEMENT OF TERM COMMENCEMENT DATE

AND TERM EXPIRATION DATE


 


[***]


 




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EXHIBIT D


 


PLAN OF LAB AND OFFICE ZONES


 


[***]


 




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EXHIBIT E


 


FORM OF LETTER OF CREDIT


 


[***]


 




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EXHIBIT F


 


RULES AND REGULATIONS


 


[***]


 




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EXHIBIT G


 


PTDM


 


[***]


 




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EXHIBIT H



TENANT’S PROPERTY


 


[***]


 




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EXHIBIT I



FORM OF ESTOPPEL CERTIFICATE


 


[***]


 


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