Exhibit 10.14


 


828 WINTER STREET


WALTHAM, MASSACHUSETTS


 


LEASE SUMMARY SHEET


 


	Execution Date:	August 26, 2019
	 	 
	Tenant:	AKREVIA THERAPEUTICS INC., a Delaware corporation
	 	 
	Tenant’s Mailing Address Prior to Occupancy:	
    Akrevia Therapeutics Inc.

    610 Main Street

    Cambridge, MA 02139

    Attn: Joseph Farmer

	 	 
	Landlord:	PPF OFF 828-830 WINTER STREET, LLC, a Delaware limited liability company
	 	 
	Building:	828 Winter Street, Waltham, Massachusetts.  The Building consists of three (3) stories, containing approximately 144,910 rentable square feet, including a four-story garage with 523 spaces (the “Garage”).  The land on which the Building and the Garage and the 830 Building (as hereinafter defined) are located (the “Land”) is more particularly described in Exhibit 2 attached hereto and made a part hereof.
	 	 
	Premises:	
    Approximately 27,829 rentable square feet, consisting of:

     

    Prime Premises:
    Approximately 26,624 rentable square feet of space in the Building, located on a portion of the third (3rd) floor, which includes
    storage and mechanical space.

     

    Basement
    Premises: Approximately 600 rentable square feet of space located in the basement, consisting of (i) the PH Premises located
    in the “PH System Room” which contains the PH systems of other tenants, and (ii) storage space.

     

    Chemical
    Storage Premises: Approximately 375 rentable square feet of space located in the first (1st) floor common chemical storage
    and waste rooms of the Building.

     

    Mechanical
    Penthouse Storage Premises: Approximately 231 rentable square feet of space located in the penthouse of the Building.

     

    

    The term “Premises” shall mean the Prime Premises,
    Basement Premises, Chemical Storage Premises, and the Mechanical Penthouse Storage Premises, as applicable. The Premises are shown on
    the Lease Plans attached hereto as Exhibit 1A, Exhibit 1B, Exhibit 1C, and Exhibit 1D
    and made a part hereof (the “Lease Plans”).

     

    Landlord and Tenant stipulate and agree that the Rentable Square Footage
    of the Building and the Rentable Square Footage of the Premises are correct and shall not be remeasured.




 



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	Property:	The existing 186,135 square foot lab/biotech building known and numbered as 830 Winter Street (the “830 Building”), the Building, the Land, and the other improvements located on, and to be constructed on, the Land.  The Property is part of the Waltham Woods/Reservoir Woods area (the “Waltham Woods/Reservoir Woods Park”) which, as of the date hereof, consists of the following properties and such other properties as may from time to time participate in the sharing of common exterior maintenance expenses: 840 Winter Street, Waltham Woods (860, 870, 880, and 890 Winter Street), and Reservoir Woods (920, 930, and 940 Winter Street).
	 	 
	Parking Areas:	The Garage and the surface parking spaces adjacent to the Building and the 830 Building, but not including the spaces in the existing garage level of the 830 Building (the “830 Garage”).
	 	 
	Term Commencement Date:	
    

    The date Landlord delivers possession of the Premises to Tenant, which
    is estimated to be the Execution Date.

	 	 
	Rent Commencement Date:	
    

    The date that is the earlier to occur of (i) the date that is
    eight (8) months after the Term Commencement Date or (ii) the date Tenant occupies any portion of the Premises for the conduct
    of business.

	 	 
	Expiration Date:	
    

    The last day of the calendar month in which the tenth (10th)
    anniversary of the Rent Commencement Date occurs.

	 	 
	Extension Term:	
    

    Subject to Section 1.2 below, one (1) extension term of five
    (5) years.




 



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	Landlord’s Contribution: 	Either the Option One Landlord Contribution or the Option Two Landlord Contribution, as defined and more particularly set forth in the attached Exhibit 4. 
	 	 
	Permitted Uses: 	
    Prime Premises.
    Subject to Legal Requirements, general office, research, development and laboratory use, and other ancillary uses (including, but not
    limited to, vivarium uses), related to the foregoing.

     

    Basement
    Premises: Subject to Legal Requirements, installation and maintenance of equipment for Tenant’s PH waste water treatment
    system for the Prime Premises, in accordance with applicable Environmental Laws, and other ancillary uses related to the foregoing.

     

    Chemical
    Storage Premises: Subject to Legal Requirements, storage of Hazardous Materials which are permitted to be introduced by Tenant
    to the Premises in accordance with the provisions of the Lease and applicable Environmental Laws, and other ancillary uses related to
    the foregoing.

     

    Mechanical
    Penthouse Storage Premises: Subject to Legal Requirements, the placement of Tenant’s mechanical equipment or storage.

	 	 
	Base Rent: 	As set forth on Exhibit 1, subject to the provisions of Section 5.1 hereof. 
	 	 
	Operating Costs and Taxes: 	
    

    See Sections 5.2 and 5.3

	 	 
	Tenant’s Share: 	
    A fraction, the numerator of which is the number of rentable square
    feet in the Premises and the denominator of which is the number of rentable square feet in the Building. As of the Execution Date, Tenant’s
    Share with respect to the Premises is 19.2%.

     

    Notwithstanding the foregoing, with respect to Cafeteria Costs, as
    defined in Section 1.3(c), Tenant’s Share shall be defined as a fraction, the numerator of which is the number of employees
    of Tenant located in the Building and the denominator of which is the number of employees of all tenants in the Property (including Tenant)
    that have the right to use the Cafeterias.




 



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	Security 

Deposit/Letter

 of Credit: 	
    

    $1,530,594.96, subject to the provisions of Section 7.1 hereof.



 


	EXHIBIT 1	RENT SCHEDULE—OPTION 1 AND OPTION 2
	EXHIBIT 1A	LEASE PLAN – PRIME PREMISES
	EXHIBIT 1B	LEASE PLAN – BASEMENT PREMISES
	EXHIBIT 1C	LEASE PLAN – CHEMICAL STORAGE PREMISES
	EXHIBIT 1D	LEASE PLAN – MECHANICAL PENTHOUSE STORAGE PREMISES
	EXHIBIT 1E	LEASE PLAN – EMERGENCY BACKUP GENERATOR LOCATION
	EXHIBIT 2	LEGAL DESCRIPTION - LAND
	EXHIBIT 4	WORK LETTER
	EXHIBIT 5	INTENTIONALLY OMITTED
	EXHIBIT 6	INTENTIONALLY OMITTED
	EXHIBIT 7	LANDLORD’S SERVICES
	EXHIBIT 8	TENANT’S HAZARDOUS MATERIALS
	EXHIBIT 8-1	CONTROL AREAS
	EXHIBIT 9	RULES AND REGULATIONS
	EXHIBIT 9-1	BUILDING RULES AND REGULATIONS
	EXHIBIT 9-2	CONSTRUCTION RULES AND REGULATIONS
	EXHIBIT 10	TENANT WORK INSURANCE SCHEDULE
	EXHIBIT 11	PARKING AND TRAFFIC DEMAND MANAGEMENT PLAN
	EXHIBIT 11-1	840 WINTER PARKING OVERFLOW PLAN
	EXHIBIT 12	LEED GUIDELINES
	EXHIBIT 13	TENANT’S BASE BUILDING AIR AND POWER CAPACITY
	EXHIBIT 14	PLAN – LOADING DOCKS, RECEIVING AREA, AND FREIGHT ELEVATORS
	EXHIBIT 15	INITIAL TENANT WORK



 



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Table of Contents


 


Page


 


		1.	LEASE GRANT; TERM; APPURTENANT RIGHTS; EXCLUSIONS 	1



 


		1.1	Lease Grant 	1






		1.2	Extension Term 	1






		1.3	Appurtenant Rights 	3






		1.4	Tenant’s Access 	5






		1.5	No recording // Notice of Lease	 5






		1.6	Exclusions 	5






		1.7	Acid Neutralization Tank	 6



 


		2.	RIGHTS RESERVED TO LANDLORD	 6



 


		2.1	Additions and Alterations	 6






		2.2	Additions to the Property	 7






		2.3	Name and Address of Building	 7






		2.4	Landlord’s Access 	7






		2.5	Pipes, Ducts and Conduits	 8






		2.6	Minimize Interference	 8



 


	3.		CONDITION OF PREMISES 	9



 


		3.1	Condition of Premises 	9






		3.2	Condition of Base Building	 9






		3.3	Tenant Work 	9



 


		4.	USE OF PREMISES 	9



 


		4.1	Permitted Uses	 9






		4.2	Prohibited Uses 	10






		4.3	Transportation of Animals 	10






		4.4	MWRA Permit 	11






		4.5	Parking and Traffic Demand Management Plan 	11






		4.6	Vivarium 	11



 


		5.	RENT; ADDITIONAL RENT 	12



 


		5.1	Base Rent	 12






		5.2	Operating Costs 	12






		5.3	Taxes 	16






		5.4	Late Payments 	18






		5.5	No Offset; Independent Covenants; Waiver 	19






		5.6	Survival	 19



 


		6.	INTENTIONALLY OMITTED 	19



 


		7.	LETTER OF CREDIT 	20



 


		7.1	Amount 	20






		7.2	Application of Proceeds of Letter of Credit 	21






		7.3	Transfer of Letter of Credit 	21






		7.4	Cash Proceeds of Letter of Credit 	21






		7.5	Return of Security Deposit or Letter of Credit 	22



 


	8.	INTENTIONALLY OMITTED 	22



 



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Table of Contents (continued)


 


Page


 


	9.	UTILITIES, LANDLORD’S SERVICES	22
	 	 	 
	 	9.1	Electricity	22
	 	9.2	Water	22
	 	9.3	Gas	22
	 	9.4	Other Utilities	23
	 	9.5	Interruption or Curtailment of Utilities	23
	 	9.6	Landlord’s Services	23
	 	 	 
	10.	MAINTENANCE AND REPAIRS	23
	 	 	 
	 	10.1	Maintenance and Repairs by Tenant	23
	 	10.2	Maintenance and Repairs by Landlord	24
	 	10.3	Accidents to Sanitary and Other Systems	24
	 	10.4	Floor Load--Heavy Equipment	24
	 	10.5	Premises Cleaning	24
	 	10.6	Pest Control	25
	 	10.7	Service Interruptions	25
	 	 	 
	11.	ALTERATIONS AND IMPROVEMENTS BY TENANT	26
	 	 	 
	 	11.1	Landlord’s Consent Required	26
	 	11.2	After-Hours	27
	 	11.3	Harmonious Relations	28
	 	11.4	Liens	28
	 	11.5	General Requirements	28
	 	 	 
	12.	SIGNAGE	28
	 	 	 
	 	12.1	Restrictions	28
	 	12.2	Monument Signage	28
	 	12.3	Building Directory/
    Premises Entrance Signage	29
	 	 	 
	13.	ASSIGNMENT, MORTGAGING AND SUBLETTING	29
	 	 	 
	 	13.1	Landlord’s Consent Required	29
	 	13.2	Landlord’s Recapture Right	29
	 	13.3	Standard of Consent to Transfer	30
	 	13.4	Listing Confers no Rights	30
	 	13.5	Profits In Connection with Transfers	30
	 	13.6	Prohibited Transfers	30
	 	13.7	Exceptions to Requirement for Consent	31
	 	 	 
	14.	INSURANCE;INDEMNIFICATION;EXCULPATION	31
	 	 	 
	 	14.1	Tenant’s Insurance	31
	 	14.2	Indemnification	33
	 	14.3	Property of Tenant	33
	 	14.4	Limitation
    of Landlord’s Liability for Damage or Injury	33
	 	14.5	Waiver of Subrogation; Mutual Release	34
	 	14.6	Tenant’s Acts--Effect on Insurance	34
	 	14.7	Landlord’s Insurance	34



 



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Table of Contents (continued)


 


Page



 


	15.	CASUALTY;TAKING	35



 


	 	15.1	Damage	35
	 	15.2	Termination Rights	36
	 	15.3	Rent Abatement	37
	 	15.4	Taking for Temporary Use	37
	 	15.5	Disposition of Awards	37
	 	 	 
	16.	ESTOPPEL CERTIFICATE.	37
	 	 	 
	17.	HAZARDOUS MATERIALS	38
	 	 	 
	 	17.1	Prohibition	38
	 	17.2	Environmental Laws	38
	 	17.3	Hazardous Material Defined	39
	 	17.4	Chemical Safety Program	39
	 	17.5	Testing	39
	 	17.6	Indemnity; Remediation	40
	 	17.7	Disclosures	41
	 	17.8	Removal	41
	 	17.9	Landlord Obligations with respect to Hazardous Materials	41
	 	 	 
	18.	RULES AND REGULATIONS.	42
	 	 	 
	 	18.1	Rules and Regulations	42
	 	18.2	Energy Conservation	42
	 	18.3	Recycling	42
	 	 	 
	19.	LAWS AND PERMITS.	43
	 	 	 
	 	19.1	Legal Requirements	43
	 	 	 
	20.	DEFAULT	44
	 	 	 
	 	20.1	Events of Default	44
	 	20.2	Remedies	45
	 	20.3	Damages - Termination	46
	 	20.4	Landlord’s Self-Help; Fees and Expenses	47
	 	20.5	Waiver of Redemption, Statutory Notice and Grace Periods	47
	 	20.6	Landlord’s Remedies Not Exclusive	47
	 	20.7	No Waiver	47
	 	20.8	Restrictions on Tenant’s Rights	47
	 	20.9	Landlord Default	48
	 	 	 
	21.	SURRENDER; ABANDONED PROPERTY; HOLD-OVER	48
	 	 	 
	 	21.1	Surrender	48
	 	21.2	Abandoned Property	50
	 	21.3	Holdover	50
	 	21.4	Warranties	50
	 	 	 
	22.	MORTGAGEE RIGHTS	50
	 	 	 
	 	22.1	Subordination	50
	 	22.2	Notices	51
	 	22.3	Mortgagee Consent	51
	 	22.4	Mortgagee Liability	51



 



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Table of Contents (continued)


 


Page



 


	23.	QUIET ENJOYMENT.	51
	 	 	 
	24.	NOTICES.	52
	 	 	 
	25.	MISCELLANEOUS	52
	 	 	 
	 	25.1	Separability	52
	 	25.2	Captions	53
	 	25.3	Broker	53
	 	25.4	Entire Agreement	53
	 	25.5	Governing Law	53
	 	25.6	Representation of Authority	53
	 	25.7	Expenses Incurred by Landlord Upon Tenant Requests	53
	 	25.8	Survival	54
	 	25.9	Limitation of Liability	54
	 	25.10	Binding Effect	54
	 	25.11	Landlord Obligations upon Transfer	55
	 	25.12	No Grant of Interest	55
	 	25.13	Financial Information	55
	 	25.14	OFAC Certification	55
	 	25.15	Confidentiality	56
	 	25.16	Force Majeure	56
	 	25.17	LEED Guidelines	56



 



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THIS INDENTURE OF LEASE (this “Lease”)
is hereby made and entered into on the Execution Date by and between Landlord and Tenant.


 


Each reference in this Lease to any of the terms
and titles contained in any Exhibit attached to this Lease shall be deemed and construed to incorporate the data stated under that
term or title in such Exhibit. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them as set forth
in the Lease Summary Sheet which is attached hereto and incorporated herein by reference.


 


CREATION OF CONDOMINIUM


 


(1)         Tenant
hereby acknowledges and agrees that, at Landlord’s sole election, Landlord may establish a condominium (the “Condominium”)
by filing the Master Deed and Declaration of Trust of the Condominium. If Landlord makes such election, then the Building and the 830
Building shall each be Units of the Condominium; provided that no such Condominium shall materially adversely affect Tenant’s rights
or increase Tenant’s obligations under this Lease (the Master Deed, as may be amended from time to time, being referred to herein
as the “Master Deed” and the Declaration of Trust, as may be amended from time to time, being referred to herein as
the “Declaration of Trust”).


 


(2)         The
Lease shall be subject and subordinate, in all respects, to the Master Deed, the Declaration of Trust, and the other documents establishing
the Condominium (the “Condominium Documents”). Tenant shall, at Landlord’s request, execute a reasonable instrument,
in recordable form, confirming that the Lease is subject and subordinate to the Condominium Documents.


 


1.            LEASE
GRANT; TERM; APPURTENANT RIGHTS; EXCLUSIONS


 


1.1        Lease
Grant. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises
upon and subject to terms and conditions of this Lease, for a term of years commencing on the Term Commencement Date and, unless earlier
terminated or extended pursuant to the terms hereof, ending on the Expiration Date (the “Initial Term”; the Initial Term and
any duly exercised Extension Terms are hereinafter collectively referred to as the “Term”).


 


1.2         Extension
Term.


 


(a)          Provided
that the following conditions, which may be waived by Landlord in its sole discretion, are satisfied (i) Tenant, an Affiliated Entity
(hereinafter defined) and/or a Successor (hereinafter defined) is/are then occupying one hundred percent (100%) of the Premises; and (ii) no
uncured Event of Default exists (1) as of the date of the Extension Notice (hereinafter defined), and (2) at the commencement
of the Extension Term (hereinafter defined), Tenant shall have the option to extend the Term for one (1) additional term of five
(5) years (the “Extension Term”), commencing as of the expiration of the Initial Term. Tenant must exercise such option
to extend, if at all, by giving Landlord written notice (the “Extension Notice”) on or before the date that is fifteen
(15) months prior to the Expiration Date, but not prior to the date that is eighteen (18) months prior to the Expiration Date, time
being of the essence. Upon the timely giving of such notice, the Term shall be deemed extended upon all of the terms and conditions
of this Lease, except that Base Rent during the Extension Term shall be calculated in accordance with this Section 1.2, Landlord
shall have no obligation to construct or renovate the Premises, and Tenant shall have no further right to extend the Term. If Tenant fails
to give timely notice, as aforesaid, Tenant shall have no further right to extend the Term. Notwithstanding the fact that Tenant’s
proper and timely exercise of such option to extend the Term shall be self-executing, the parties shall promptly execute a lease amendment
reflecting such Extension Term after Tenant exercises such option. The execution of such lease amendment shall not be deemed to waive
any of the conditions to Tenant’s exercise of its rights under this Section 1.2.


 






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(b)        The
Base Rent during the Extension Term (the “Extension Term Base Rent”) shall be determined in accordance with the process
described hereafter. Extension Term Base Rent shall be the fair market rental value of the Premises then demised to Tenant as of the commencement
of the Extension Term as determined in accordance with the process described below, for renewals of combination laboratory and office
space in the Winter Street area of Waltham of equivalent quality, size, utility and location, with the length of the Extension Term, the
credit standing of Tenant, any economic concessions (including, without limitation, tenant improvement allowances and free rent) then
being provided by landlords to tenants, and all other relevant factors to be taken into account. Within thirty (30) days after receipt
of the Extension Notice, Landlord shall deliver to Tenant written notice of its determination of the Extension Term Base Rent for the
Extension Term. Tenant shall, within thirty (30) days after receipt of such notice, notify Landlord in writing whether Tenant accepts
or rejects Landlord’s determination of the Extension Term Base Rent (“Tenant’s Response Notice”).
If Tenant fails timely to deliver Tenant’s Response Notice, Landlord’s determination of the Extension Term Base Rent shall
be binding on Tenant.


 


(c)        If,
and only if, Tenant’s Response Notice is timely delivered to Landlord and indicates both that Tenant rejects Landlord’s determination
of the Extension Term Base Rent and desires to submit the matter to arbitration, then the Extension Term Base Rent shall be determined
in accordance with the procedure set forth in this Section 1.2(c). In such event, within ten (10) days after receipt by Landlord
of Tenant’s Response Notice indicating Tenant’s desire to submit the determination of the Extension Term Base Rent to arbitration,
Tenant and Landlord shall each notify the other, in writing, of their respective selections of an appraiser (respectively, “Landlord’s
Appraiser” and “Tenant’s Appraiser”). Landlord’s Appraiser and Tenant’s Appraiser
shall then jointly select a third appraiser (the “Third Appraiser”) within ten (10) days of their appointment.
All of the appraisers selected shall be individuals with at least five (5) consecutive years’ commercial appraisal experience
for office and laboratory space in the area in which the Premises are located, shall be members of the Appraisal Institute (M.A.I.),
and, in the case of the Third Appraiser, shall not have acted in any capacity for either Landlord or Tenant within five (5) years
of his or her selection. The three appraisers shall determine the Extension Term Base Rent in accordance with the requirements and criteria
set forth in Section 1.2(b) above, employing the method commonly known as Baseball Arbitration, whereby Landlord’s Appraiser
and Tenant’s Appraiser each sets forth its determination of the Extension Term Base Rent as defined above, and the Third Appraiser
must select one or the other (it being understood that the Third Appraiser shall be expressly prohibited from selecting a compromise
figure). Landlord’s Appraiser and Tenant’s Appraiser shall deliver their determinations of the Extension Term Base Rent to
the Third Appraiser within five (5) days of the appointment of the Third Appraiser, and the Third Appraiser shall render his or
her decision within ten (10) days after receipt of both of the other two determinations of the Extension Term Base Rent. The Third
Appraiser’s decision shall be binding on both Landlord and Tenant. Each party shall bear the cost of its own appraiser and the
cost of the Third Appraiser shall be paid by the party whose determination is not selected.


 






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		1.3	Appurtenant Rights.



 


(a)          Common
Areas. Subject to the terms of this Lease and the Rules and Regulations (hereinafter defined), Tenant shall have, as appurtenant
to the Premises, rights to use in common with others entitled thereto, the following areas (such areas are hereinafter referred to as
the “Common Areas”): (i) the common loading docks, hallways, lobby, and elevator of the Building serving the Premises,
(ii) the common lavatories located on the floor(s) on which the Premises are located, (iii) common walkways and driveways
necessary for access to the Building, (iv) the Parking Areas and (v) other areas and facilities designated by Landlord from
time to time for the common use of tenants of the Building and others entitled thereto; and no other appurtenant rights or easements.
The current location of the loading docks, receiving areas and freight elevators serving the Building are as shown on Exhibit 14
attached hereto, and are available for the use of the tenants in the Building and are part of the Common Areas.


 


(b)          Parking.
During the Term, Landlord shall, subject to the terms hereof, make available up to seventy (70) parking spaces free of charge (except
that the costs of maintenance and repair of the parking areas shall, subject to Section 5.2, be included in Operating Costs) for
Tenant’s use in the Parking Areas serving the Building. The number of parking spaces in the parking areas reserved for Tenant, as
modified pursuant to this Lease or as otherwise permitted by Landlord, are hereinafter referred to as the “Parking Spaces.”
Tenant shall have no right to hypothecate or encumber the Parking Spaces, and shall not sublet, assign, or otherwise transfer the Parking
Spaces other than to employees of Tenant occupying the Premises or to a Successor (hereinafter defined), an Affiliated Entity (hereinafter
defined) or a transferee pursuant to an approved Transfer under Section 13 of this Lease. Subject to Landlord’s right to reserve
parking for other tenants of the Building, said Parking Spaces will be on an unassigned, non-reserved basis, and shall be subject to such
reasonable rules and regulations as may be in effect for the use of the parking areas from time to time. Reserved and handicap parking
spaces must be honored. Notwithstanding anything to the contrary contained herein, Landlord shall have the right, upon at least three
(3) months’ written notice to Tenant, to temporarily (i.e., for a period not to exceed three (3) months, other than for
reasons of Force Majeure) relocate all or any portion of the Parking Spaces in to other portions of the Property and/or parking areas
owned, controlled or leased by Landlord within a half-mile radius of the Property. In addition, Landlord may, at its election, implement
valet and tandem parking in order to accommodate the parking needs of the Property from time to time. Tenant hereby acknowledges that
Landlord has granted to an adjacent property owner the right to park up to 120 vehicles in the parking facilities serving the Building,
for overflow parking, in the location shown on the plan attached hereto as Exhibit 11-1, on a daily basis between the hours
of 7 p.m. to 7 a.m. (the “Off Business Hours Parking Hours”). The foregoing acknowledgement shall not affect
Tenant’s rights under this Section 1.3(b) with respect to any time period other than during the Off Business Hours Parking
Hours.


 






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(c)          Cafeterias.
Subject to the provisions of this Section 1.3(c), Tenant, its employees, contractors, and visitors shall have the right to use in
common with others entitled thereto: (i) the existing cafeteria currently being operated in the Building (“828 Cafeteria”),
and (ii) the cafeteria in the 830 Building (the “830 Cafeteria”), (the 828 Cafeteria and the 830 Cafeteria are
referred to collectively herein as the “Cafeterias”, as the same may be relocated as hereinafter set forth, so long
as Tenant has the right the right to use them). Notwithstanding the foregoing, the 828 Cafeteria may not be in operation prior to the
time when the Building has achieved occupancy of at least thirty-five percent (35%) of the rentable area of the Building. Subject to the
provisions of Section 5.2, any amounts paid by Landlord to such third-party operator(s) on account of its operation of the Cafeteria(s) in
excess of the net revenues derived from the operation of the Cafeteria(s) shall be included in Operating Costs, as shall all of Landlord’s
costs of cleaning, maintaining, and repairing the Cafeteria(s) (collectively referred to herein as (“Cafeteria Costs”).
Notwithstanding anything to the contrary contained herein, during the Term, as the same may be extended hereby, Landlord shall be obligated
to operate at least one Cafeteria which will provide food services substantially similar to those currently provided at the 830 Cafeteria,
and Tenant shall be entitled to use the same in accordance with this Section 1.3(c). If for any reason Landlord or the owner of the
830 Building decides to cease operating a Cafeteria, then within thirty (30) days after delivery of written notice from Landlord to Tenant
of Landlord’s decision, then Tenant shall no longer have the right to use such Cafeteria and that portion of the Building shall
be removed from the calculation of Common Areas and Tenant’s Proportionate Shares shall be adjusted accordingly.


 


(d)         Shower
and Changing Rooms. During the Term, Tenant and its employees shall have the right to use in common with others entitled thereto the
shower and changing rooms located in the Building (the “Shower and Changing Rooms”), for so long as Landlord or any
third-party operator shall operate the Shower and Changing Rooms. Landlord shall, at its expense, install and maintain card readers at
appropriate access points to the Shower and Changing Rooms and issue identification cards to authorized users. Subject to Section 5.2
of this Lease, any amounts paid by Landlord on account of its operation of the Shower and Changing Rooms (including, without limitation,
Landlord’s costs of cleaning, maintaining, and repairing the Shower and Changing Rooms) shall be included in Operating Costs. If
for any reason Landlord decides to cease operating the Shower and Changing Rooms, then within thirty (30) days after delivery of written
notice from Landlord to Tenant of Landlord’s decision, then (x) Tenant shall no longer have the right to use the Shower and
Changing Rooms and that portion of the Building shall be removed from the calculation of Common Areas and Tenant’s Proportionate
Shares shall be adjusted accordingly, and (y) Landlord shall provide shower and changing rooms located in the 830 Building, which
rooms shall be of similar size and quality as the Shower and Changing Rooms, and Tenant shall be entitled to use the same in accordance
with this Section 1.3(d).


 






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(e)          On-Site
Generator. Subject to Legal Requirements and Landlord’s prior written approval of plans and specifications therefor, Tenant
may install, operate and maintain, in the rooftop location shown on Exhibit 1E attached or another location mutually agreed
to by the parties (the “Generator Location”), an emergency generator and equipment related thereto (collectively, the
 “Emergency Back-up Equipment”) at Tenant’s sole cost and expense. Landlord shall have no obligation to provide
any services including, without limitation, electric current or gas service, to the Emergency Back-up Equipment, provided, however, subject
to Legal Requirements and Landlord’s prior written approval of plans and specifications therefor, Tenant may also install, maintain
and operate necessary utility connections between the Emergency Back-up Equipment and the Premises (which utility connections shall be
deemed part of the Emergency Back-up Equipment). Landlord may, in its sole and absolute discretion, require Tenant, at Landlord’s
cost, to relocate any or all of the Emergency Back-up Equipment to a location with comparable functionality, which relocation shall be
performed by Tenant within a reasonable period following such request (taking into account any reasonable time necessary to obtain permits
and approvals for such work, Tenant hereby agreeing to use diligent good faith efforts to obtain the same and to promptly commence and
prosecute to completion such relocation thereafter). Landlord agrees to require such relocation no more than once during the Term (provided
that such limitation shall not apply to temporary relocations required in connection with any required maintenance, repair or replacement
by Landlord). Landlord’s approval of the Emergency Back-up Equipment shall not be unreasonably withheld, conditioned or delayed.
Tenant shall be responsible for the cost of repairing and maintaining the Emergency Back-up Equipment in good order, condition and repair
and in compliance with Legal Requirements and, subject to the provisions of Section 14.5, for the cost of repairing any damage to
the Property, or the cost of any necessary improvements to the Property, caused by or as a result of the installation, replacement and/or
removal of the Emergency Back-up Equipment. Landlord makes no warranties or representations to Tenant as to the suitability of the Generator
Location for the installation and operation of the Emergency Back-up Equipment. Tenant shall not install or operate the Emergency Back-up
Equipment until Tenant has obtained and submitted to Landlord copies of all required governmental permits, licenses, and authorizations
necessary for the installation and operation thereof. In addition, Tenant shall comply with all reasonable Rules and Regulations
in connection with the installation, maintenance and operation of the Emergency Back-up Equipment.


 


1.4         Tenant’s
Access. From and after the Term Commencement Date and until the end of the Term, Tenant shall
have access to the Premises twenty-four (24) hours a day, seven (7) days a week, subject to Landlord’s reasonable Building
security requirements, causes beyond Landlord’s reasonable control, Legal Requirements, the Rules and Regulations, the terms
of this Lease, Force Majeure (hereinafter defined) and matters of record.


 


1.5         No
recording // Notice of Lease. Neither party shall record this Lease. Tenant shall not record
a memorandum of this Lease and/or a notice of this Lease. Notwithstanding the foregoing, if the Initial Term plus any Extension Term(s) exceed
in the aggregate seven (7) years, Landlord agrees to join in the execution, in recordable form, of a statutory notice of lease and/or
written declaration in which shall be stated the Term Commencement Date, the Rent Commencement Date, the number and length of the Extension
Term(s) and the Expiration Date, which notice of lease may be recorded by Tenant with the Middlesex South Registry of Deeds and/or
filed with the Middlesex South Registry District of the Land Court, as appropriate (alternatively and collectively, the “Registry”)
at Tenant’s sole cost and expense. If a notice of lease was previously recorded with the Registry, upon the expiration or earlier
termination of this Lease, Landlord shall deliver to Tenant a notice of termination of lease and Tenant shall promptly execute, acknowledge,
and deliver the same (together with any other instrument(s) that may be necessary in order to record and/or file same with the Registry)
to Landlord for Landlord’s execution and recordation with the Registry, which obligation shall survive the expiration or earlier
termination of the Lease.


 


1.6         Exclusions.
The following are expressly excluded from the Premises and reserved to Landlord: all the perimeter walls of the Premises (except the inner
surfaces thereof), the Common Areas, and any space in or adjacent to the Premises used for shafts, stacks, pipes, conduits, wires and
appurtenant fixtures, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use of all of the foregoing,
except as expressly permitted pursuant to Section 1.3(a) above.


 






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		1.7	Acid Neutralization Tank.



 


(a)         The
provisions of this Section 1.7 are subject to Section 10.1 below:


 


(b)         Tenant
shall have the right to install within the PH Premises for Tenant’s exclusive use a separate acid neutralization tank (“Tenant’s
Acid Neutralization Tank”) in accordance with the provisions of this Lease, including, without limitation, Section 11 hereof.
Tenant shall have the exclusive right, throughout the Term of the Lease, as the same may be extended, to use the Acid Neutralization Tank
in accordance with Legal Requirements. Tenant shall obtain, and maintain all governmental permits and approvals necessary for the operation
and maintenance of the Acid Neutralization Tank. Tenant shall be responsible for all costs, charges and expenses incurred 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”), except, subject to Section 14.5,
to the extent such costs are caused by the negligence or willful misconduct of any of the Landlord Parties (as hereinafter defined).


 


(c)         Tenant
shall be responsible for the operation, cleanliness, and maintenance of the Acid Neutralization Tank and the appurtenances, all of which
shall remain the personal property of Landlord, and shall be left in place by Tenant at the expiration or earlier termination of the Lease.
Such maintenance and operation shall be performed in a manner to avoid any unreasonable interference with any other tenants or Landlord.
Without limiting the foregoing, Landlord makes no warranties or representations to Tenant as to the suitability of the PH System Premises
for the operation of the Acid Neutralization Tank. Tenant shall have no right to make any changes, alterations, additions, decorations
or other improvements to the PH System Premises without Landlord’s prior written consent which shall not be unreasonably withheld,
conditioned or delayed. Tenant agrees to maintain the Acid Neutralization Tank in good condition and repair. Landlord shall have no obligation
to provide any services, including, without limitation, electric current, to the Acid Neutralization Tank.


 


		2.	RIGHTS RESERVED TO LANDLORD



 


2.1        Additions
and Alterations. Landlord reserves the right, at any time and from time to time, to make
such changes, alterations, additions, improvements, repairs or replacements in or to the Property (including the Premises but, with respect
to the Premises, only for purposes of repairs, maintenance, replacements and the exercise of any other rights expressly reserved to Landlord
herein) and the fixtures and equipment therein, as well as in or to the street entrances and/or the Common Areas, as it may deem necessary
or desirable, provided, however, that there be no material obstruction of permanent access to, or material interference with the use and
enjoyment of, the Premises by Tenant. Subject to the foregoing, Landlord expressly reserves the right to temporarily close all, or any
portion, of the Common Areas for the purpose of making repairs or changes thereto.


 






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		2.2	Additions to the Property.



 


(a)          Landlord
may at any time or from time to time (i) construct additional improvements and related site improvements (collectively, “Future
Development”) in all or any part of the Property, (ii) change the location or arrangement of any improvement outside the
Building in or on the Property or all or any part of the Common Areas, or add or deduct any land to or from the Property; provided that
there shall be no material increase in Tenant’s obligations or material interference with Tenant’s rights under this Lease
in connection with the exercise of the foregoing reserved rights.


 


(b)         In
case any excavation shall be made for building or improvements or for any other purpose upon the land adjacent to or near the Premises,
Tenant will afford without charge to Landlord, or the person or persons, firms or corporations causing or making such excavation, license
to enter upon the Premises for the purpose of doing such work as Landlord or such person or persons, firms or corporation shall deem to
be necessary to preserve the walls or structures of the Building from injury, and to protect the Building by proper securing of foundations.


 


2.3         Name
and Address of Building. Landlord reserves the right at any time and from time to time to
change the name or address of the Building and/or the Property, provided Landlord gives Tenant at least three (3) months’ prior
written notice thereof.


 


		2.4	Landlord’s Access.



 


(a)          Subject
to the terms hereof, Tenant shall (a) upon reasonable advance notice, (not less than forty-eight (48) hours), which may be by email
at farmer@akrevia.com or some other address as may be provided in writing by Tenant to Landlord (except that no notice shall be required
in emergency situations), permit Landlord and any holder of a Mortgage (hereinafter defined) (each such holder, a “Mortgagee”),
and the agents, representatives, employees and contractors of each of them, to have reasonable access to the Premises at all reasonable
hours for the purposes of inspection, making repairs, replacements or improvements in or to the Premises or the Building or equipment
therein (including, without limitation, sanitary, electrical, heating, air conditioning or other systems), complying with all applicable
laws, ordinances, rules, regulations, statutes, by-laws, court decisions and orders and requirements of all public authorities (collectively,
 “Legal Requirements”), or exercising any right reserved to Landlord under this Lease (including without limitation
the right to take upon or through, or to keep and store within the Premises all necessary materials, tools and equipment); (b) permit
Landlord and its agents and employees, at reasonable times, upon reasonable advance notice, to show the Premises during normal business
hours (i.e., Monday – Friday 8 A.M. - 6 P.M., Saturday 8 A.M. – 1 P.M., excluding holidays) to any prospective Mortgagee
or purchaser of the Building and/or the Property or of the interest of Landlord therein, and, during the last twelve (12) months of the
Term or at any time after the occurrence of an Event of Default, prospective tenants; and (c) upon reasonable prior written notice
from Landlord, permit Landlord and its agents, at Landlord’s sole cost and expense, to perform environmental audits, environmental
site investigations and environmental site assessments (“Site Assessments”) in, on, under and at the Premises and the
Land, it being understood that Landlord shall repair any damage arising as a result of the Site Assessments, and such Site Assessments
may include both above and below the ground testing and such other tests as may be necessary or appropriate to conduct the Site Assessments.
In addition, to the extent that it is necessary to enter the Premises in order to access any area that serves any portion of the Building
outside the Premises, then Tenant shall, upon as much advance notice as is practical under the circumstances, and in any event at least
twenty-four (24) hours’ prior written notice (except that no notice shall be required in emergency situations), permit contractors
engaged by other occupants of the Building to pass through the Premises in order to access such areas but only if accompanied by a representative
of Landlord. Notwithstanding anything to the contrary contained herein, Tenant shall be entitled to have a representative present for
any access by Landlord or any Landlord Parties in exercising its rights under this Section 2.4.


 






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(b)          Secure
Areas within the Premises. Notwithstanding the foregoing, Tenant, at its own expense may, as hereinafter set forth, designate one
or more areas of the Premises to be “Secure Areas” (i.e., portions of the Premises to which Landlord shall not have
a right of entry or access for any reason whatsoever (except as otherwise provided below). Tenant may, from time to time, exercise its
right to create Secure Areas by delivering to Landlord, for Landlord’s written approval, a plan showing the location of any such
Secure Areas. Landlord agrees that it will not unreasonably withhold, condition or delay such consent. If Landlord must gain access to
a Secure Areas in a non-emergency situation, Landlord shall contact Tenant, and Landlord and Tenant shall arrange a mutually agreed upon
time for Landlord to have such access. Landlord shall be accompanied by an employee of Tenant or a party designated by Tenant (the “Escort”).
Tenant shall make an Escort available to Landlord during business hours. At all times, Landlord shall comply with all reasonable security
measures of the Tenant pertaining to the Secure Areas. If an emergency representing an imminent risk of injury to persons or material
property damage in the Building or the Premises, including, without limitation, a suspected fire or flood, requires Landlord to gain access
to the Secure Areas, Landlord may enter the Secure Areas without an Escort. If practicable under the circumstances, Landlord shall immediately
notify (which may be oral notification) and request that Tenant make an Escort available to Landlord if time permits, and if Tenant shall
not make an Escort available to accompany Landlord, then Tenant hereby authorizes Landlord to enter the Secure Areas forcibly or with
a master key, and to enter without an Escort. In any such event, except (subject to Section 14.5 of this Lease) to the extent resulting
from Landlord’s negligence or willful misconduct, Landlord shall have no liability whatsoever to Tenant, and Tenant shall pay all
reasonable expenses incurred by Landlord in repairing or reconstructing any entrance, corridor, door or other portions of the Premises
damaged as a result of a forcible entry by Landlord. Landlord shall have no obligation to provide either janitorial service or cleaning
in the Secure Areas unless Tenant shall make arrangements to have an Escort in the Secure Areas at the time such service or cleaning is
provided to the remainder of the Premises


 


2.5         Pipes,
Ducts and Conduits. Tenant shall permit Landlord to erect, use, maintain and relocate pipes,
ducts and conduits in and through the Premises, provided the same do not reduce the rentable square footage of the Premises, other than
by a de minimis amount, or adversely affect the appearance of the Premises. In exercising its rights under this Section 2.5, Landlord
shall make commercially reasonable efforts to locate any pipes, ducts, and conduits behind walls and above ceilings so as to minimize
interference with the Premises.


 


2.6      Minimize
Interference. Except in the event of an emergency, Landlord shall use commercially reasonable
efforts to minimize any interference with Tenant’s business operations and use and occupancy of the Premises in connection with
the exercise any of the foregoing rights under this Section 2.


 






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3.            CONDITION
OF PREMISES


 


3.1         Condition
of Premises. Subject to Landlord’s obligation to perform Landlord’s Work (as
set forth in the Work Letter attached hereto as Exhibit 4), Tenant acknowledges and agrees that Tenant is leasing the Premises in
their “AS IS,” “WHERE IS” condition and with all faults on the Execution Date, without representations
or warranties, express or implied, in fact or by law, of any kind, and without recourse to Landlord. Tenant shall not exceed its allotted
base building capacities defined on Exhibit 13 attached hereto.


 


3.2         Condition
of Base Building. Landlord hereby represents to Tenant (“Landlord’s
Warranty”) that, as of the Execution Date: (i) all of the following existing portions of the Building are in good repair
and working order: the roof, foundation, footings, slab, structural walls, exterior windows, plumbing, fire sprinkler/life safety system,
lighting, heating, ventilation and air conditioning systems, and electrical systems serving the Premises (except to the extent modified
or otherwise impaired by any improvements constructed by Tenant), and (ii) the existing base building improvements in the Premises
are in compliance with all applicable zoning and building laws and other ordinances and regulations. Landlord’s obligations under
this Section 3.2 shall only apply during the Warranty Period, as hereinafter defined. The “Warranty Period” shall
commence as of the Term Commencement Date and shall expire twelve (12) months following the Term Commencement Date. Landlord agrees to
correct or repair, at Landlord’s expense (and not in Operating Costs), items which are in breach of Landlord’s Warranty, provided
that Landlord receives written notice of the need for such correction or repair prior to the end of the Warranty Period. Landlord shall
be deemed to have satisfied all of its obligations under this Section 3.2 to the extent that Landlord has not received written notice
of the need for corrective work or repairs prior to the end of the Warranty Period. In the event of any breach of Landlord’s Warranty,
then Landlord shall correct such breach, as promptly as possible, and to the extent that the correction of such breach is covered under
valid and enforceable warranties given Landlord by contractors or subcontractors, Landlord, at its option, may pursue such claims directly
or assign any such warranties to Tenant for enforcement.


 


3.3        Tenant
Work. Tenant, at Tenant’s sole cost and expense, but subject to Tenant’s right
to receive Landlord’s Contribution (as defined in Exhibit 4 attached hereto), shall perform the Tenant Work (as defined
in Exhibit 4), as more particularly described in Exhibit 4 attached hereto. The Tenant Work shall be performed
in accordance with the provisions of Section 11 and Exhibit 4 of this Lease.


 


4.            USE
OF PREMISES


 


4.1         Permitted
Uses. During the Term, Tenant shall use the Premises only for the Permitted Uses and for
no other purposes. Service and utility areas (whether or not a part of the Premises) shall be used only for the particular purpose for
which they are designed. Tenant shall keep the Premises equipped with appropriate safety appliances to the extent required by applicable
laws or insurance requirements. Landlord shall cooperate with Tenant, in such manner as Tenant may reasonably request, in assisting Tenant
to obtain any governmental permits or approvals necessary to enable Tenant to use the Premises for any of the Permitted Uses, provided
that Landlord shall not be obligated to incur any out-of-pocket costs or expenses or incur any liability in connection with any such request.


 






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		4.2	Prohibited Uses.



 


(a)          Notwithstanding
any other provision of this Lease, Tenant shall not use the Premises or the Building, or any part thereof, or suffer or permit the use
or occupancy of the Premises or the Building or any part thereof by any of the Tenant Parties (i) in a manner which would violate
any of the covenants, agreements, terms, provisions and conditions of this Lease or otherwise applicable to or binding upon the Premises;
(ii) for any unlawful purposes or in any unlawful manner; (iii) which, in the reasonable judgment of Landlord (taking into account
the use of the Building as a combination laboratory, research and development and office building and the Permitted Uses) shall (a) impair,
interfere with or otherwise diminish the quality of any of the Building services or the proper and economic heating, cleaning, ventilating,
air conditioning or other servicing of the Building or Premises, or the use or occupancy of any of the Common Areas; (b) occasion
impairment, interference or injury in any material respect (and Tenant shall not install or use any electrical or other equipment of any
kind, which, in the reasonable judgment of Landlord, will cause any such impairment, interference, or injury), or cause any injury or
damage to any occupants of the Premises or other tenants or occupants of the Building or their property; or (c) cause harmful air
emissions, laboratory odors or noises or any unusual or other objectionable odors, noises or emissions to emanate from the Premises; (iv) in
a manner which is inconsistent with the operation and/or maintenance of the Building as a first- class combination office, research, development
and laboratory facility; or (v) in a manner which shall increase such insurance rates on the Building or on property located therein
over that applicable when Tenant first took occupancy of the Premises hereunder. Notwithstanding the foregoing, Landlord agrees that Tenant’s
use of the Premises for the Permitted Use (as opposed to the particular manner of Tenant’s use of the Premises) shall not, in and
of itself, be deemed to breach the provisions of this Section 4.2.


 


(b)          With
respect to the use and occupancy of the Premises and the Common Areas, Tenant will not: (i) place or maintain any signage (except
as set forth in Section 12.2 below), trash, refuse or other articles in any vestibule or entry of the Premises, on the footwalks
or corridors adjacent thereto or elsewhere on the exterior of the Premises, nor obstruct any driveway, corridor, footwalk, parking area,
mall or any other Common Areas; (ii) permit undue accumulations of or burn garbage, trash, rubbish or other refuse within or without
the Premises; (iii) permit the parking of vehicles so as to interfere with (x) the ability of others, entitled thereto, to park
in the common parking areas, or (y) the use of any driveway, corridor, footwalk, parking area, or other Common Areas; (iv) receive
or ship articles of any kind outside of those areas reasonably designated by Landlord; (v) conduct or permit to be conducted any
auction, going out of business sale, bankruptcy sale (unless directed by court order), or other similar type sale in or connected with
the Premises; (vi) use the name of Landlord, or any of Landlord’s affiliates in any publicity, promotion, trailer, press release,
advertising, printed, or display materials without Landlord’s prior written consent; or (vii) except in connection with Alterations
(hereinafter defined) approved by Landlord, cause or permit any hole to be drilled or made in any part of the Building.


 


4.3         Transportation
of Animals. No animals, animal waste, food or supplies relating to the animals maintained
from time to time in the animal storage areas of the Premises shall be transported within the Building except as provided in this Section 4.3.
All deliveries of animals or animal food or supplies to Tenant at the Building shall be made prior to 9:00 a.m.  No transportation
of animals, animal waste, food or supplies within the Building shall occur between the hours of 11:00 a.m. and 1:00 p.m.  At
all times that animals are transported within the Common Areas, they shall be transported in an appropriate cage or other container. At
no time shall any animals, animal waste, food or supplies relating to the animals be brought into, transported through, or delivered to
the lobby of the Building or be transported within the Building in elevators other than the freight elevator.


 






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4.4         MWRA
Permit. Tenant shall establish and maintain with respect to its use of wastewater facilities
exclusively serving the Leased Premises, an MWRA waste water discharge program administered by a licensed, qualified individual (which
individual may be (i) a third party contractor/consultant approved by Landlord, which approval shall not be unreasonably withheld,
or (ii) an employee of Tenant or Tenant’s affiliate) 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 MWRA waste water discharge, 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. Tenant shall obtain and maintain during the Term (i) any
permit required by the MWRA (“MWRA Permit”) and (ii) a wastewater treatment operator license from the Commonwealth
of Massachusetts with respect to Tenant’s use of any acid neutralization tank exclusively serving the Leased Premises in the Building.
Tenant shall not introduce anything into the acid neutralization tank serving the Premises, if any (x) in violation of the terms
of the MWRA Permit, (y) in violation of Legal Requirements or (z) that would interfere with the proper functioning of any such
acid neutralization tank.


 


4.5         Parking
and Traffic Demand Management Plan. The Property is subject to a Parking and Traffic Demand
Management Plan with the City of Waltham, a copy of which is attached hereto as Exhibit 11 (the “Initial PTDM”).
Tenant agrees, at its sole expense, to comply with the requirements of the Initial PTDM, only insofar as they apply to the Premises and/or
Tenant’s use and occupancy thereof. In the event that the Initial PTDM is ever modified, supplemented, amended or replaced (“PTDM
Modifications”), Tenant agrees, at its sole expense, to comply with the requirements of the PTDM Modifications, only insofar
as they apply to the Premises and/or Tenant’s use and occupancy thereof.


 


4.6         Vivarium.
Tenant shall be responsible, at its sole expense, for the operations of its vivarium in accordance with all Legal Requirements and with
best industry practices. Without limiting the general application of the foregoing, Tenant shall separately dispose of all waste products
from the operation of Tenant’s vivarium, including, without limitation, dead animals, strictly in accordance with Legal Requirements.
Landlord shall have the right, from time to time by written notice to Tenant, to promulgate reasonable rules and regulations with
respect to the operation of Tenant’s vivarium so as to minimize any adverse effects that such operation may have on other occupants
of the Building, including without limitation, regulations as to noise mitigation.


 






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5.            RENT;
ADDITIONAL RENT


 


5.1         Base
Rent. The Base Rent during the Term shall be determined in accordance with the process described
hereafter. Base Rent shall be either (i) in the event Tenant elects, or is deemed to have elected, the Option One Landlord Contribution
(as defined in Exhibit 4), the Option One Base Rent as set forth on Exhibit 1, or (ii) in the event Tenant
elects the Option Two Landlord Contribution (as defined in Exhibit 4), the Option Two Base Rent as set forth on Exhibit 1.
Commencing upon the Rent Commencement Date, and thereafter during the Term, subject to and in accordance with this Section 5.1, Tenant
shall pay to Landlord the applicable Base Rent specified in Exhibit 1. During the Term, Tenant shall pay to Landlord Base
Rent in equal monthly installments, in advance and without demand on the first day of each month for and with respect to such month. Unless
otherwise expressly provided herein, the payment of Base Rent, additional rent and other charges reserved and covenanted to be paid under
this Lease with respect to the Premises (collectively, “Rent”) shall commence on the Rent Commencement Date, and shall
be prorated for any partial months. Rent shall be payable to Landlord or, if Landlord shall so direct in writing, to Landlord’s
agent or nominee, in lawful money of the United States which shall be legal tender for payment of all debts and dues, public and private,
at the time of payment.


 


		5.2	Operating Costs.



 


(a)        “Operating
Costs” shall mean all costs incurred and expenditures of whatever nature made by Landlord in the operation, management, repair,
replacement, maintenance and insurance (including, without limitation, environmental liability insurance and property insurance on Landlord-supplied
leasehold improvements for tenants, but not property insurance on tenants’ equipment) of the Property or allocated to the Property,
including without limitation all costs of labor (wages, salaries, fringe benefits, etc.) up to and including the Director of Property
Management, however denominated, any costs for utilities supplied to exterior areas and the Common Areas, and any costs for repair and
replacements, cleaning and maintenance of the exterior areas and the Common Areas (including, without limitation, the Building’s
share of Common Expenses under the Condominium Documents and costs of maintaining and operating the exterior common areas and facilities
of the Waltham Woods/Reservoir Woods Park allocable to the Building), related equipment, facilities and appurtenances and HVAC equipment,
security services, a management fee paid to Landlord’s property manager in the amount not to exceed four percent (4%) of gross revenues
of the Building, the costs (“Management Office Costs”), including, without limitation, a commercially reasonable rental
factor, of Landlord’s management office for the Property, which management office may be located outside the Property and which
may serve other properties in addition to the Property (in which event such costs shall be equitably allocated among the properties served
by such office), the cost of operating any amenities in the Property available to all tenants of the Property and any subsidy provided
by Landlord for or with respect to any such amenity, and the Annual Charge-Off (as hereinafter defined) with respect to a Permitted Capital
Expenditure (as hereinafter defined). Operating Costs shall not include Excluded Costs (hereinafter defined).


 


(b)        Capital
Expenditures. Permitted Capital Expenditures (as hereinafter defined) shall only be included in Operating Costs for each fiscal year
during the Term of the Lease to the extent of the Annual Charge-Off, as hereinafter defined, for such fiscal year with respect to such
capital expenditure. Operating Costs shall not include any Annual Charge-Off with respect to Excluded Costs, as hereinafter defined. For
the purposes hereof:


 


(i)         “Annual
Charge-Off” means the annual amount of principal and interest payments which would be required to repay a loan in equal monthly
installments over the Useful Life, as defined below, of the capital item in question on a direct reduction basis at an annual interest
rate equal to the Capital Interest Rate, as defined below, where the initial principal balance is the cost of the capital item in question.


 






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(ii)       “Useful
Life” shall be reasonably determined by Landlord in accordance with generally accepted accounting principles and commercially
reasonable practices in effect at the time of acquisition of the capital item.


 


(iii)      “Capital
Interest Rate” shall be defined as an annual rate of either one percentage point over the AA bond rate (Standard &
Poor’s corporate composite or, if unavailable, its equivalent) as reported in the financial press at the time the capital expenditure
is made or, if the capital item is acquired through third-party financing, then the actual (including fluctuating) rate paid by Landlord
in financing the acquisition of such capital item.


 


(c)        “Excluded
Costs” shall be defined as (i) any fixed or percentage ground rent payable to any ground lessor, or any mortgage charges
(including interest, principal, points and fees and any debt service costs (provided however, that the provisions of this clause (i) shall
not be deemed to exclude mortgage charges and debt service costs incurred with respect to Permitted Capital Expenditures, as hereinafter
defined, from Operating Costs); (ii) brokerage commissions, marketing costs, concessions and leasehold improvement costs incurred
in connection with the leasing of any rentable space at the Building including, without limitation, finders’ fees, attorneys’
fees and expenses, entertainment costs and travel expenses; (iii) salaries and bonuses and benefits of officers, executives of Landlord
and administrative employees above the grade of Director of Property Management; (iv) the cost of work done by Landlord for a particular
tenant or any special work or service performed for any tenant (including Tenant) billable to such tenant or any costs in connection with
services or benefits that are provided to or for the particular benefit of other tenants but not offered to Tenant; (v) the cost
of items which, by generally accepted accounting principles, would be capitalized on the books of Landlord or are otherwise not properly
chargeable against income, except to the extent such capital item is (A) required by any Legal Requirements following the Execution
Date of this Lease, or (B) reasonably projected to reduce Operating Costs (collectively, “Permitted Capital Expenditures”);
(vi) the costs of Landlord’s Work and any contributions made by Landlord to any tenant of the Property in connection with the
build-out of its premises; (vii) franchise or income taxes imposed on Landlord; (viii) costs paid directly by individual tenants
to suppliers, including tenant electricity, telephone and other utility costs; (ix) increases in premiums for insurance when such
increase is caused by the use of the Building by Landlord or any other tenant of the Building; (x) depreciation of the Building;
(xi) costs relating to maintaining Landlord’s existence as a corporation, partnership or other entity; (xii) the cost
of any items for which Landlord is reimbursed by insurance, condemnation awards, refund, rebate or otherwise, and expenses for repairs
or maintenance covered by warranties, guaranties and service contracts; (xiii) costs incurred in connection with any disputes between
Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants; (xiv) attorneys’
fees incurred in connection with lease negotiations, disputes with individual tenants and/or for the existence, maintenance or non-Building
related operations of the legal entity or entities of which Landlord is comprised or the development of additional space at the Building;
(xv) Taxes; (xvi) the cost of any repairs or restoration required because of fire, other casualty or taking, provided, however,
that Operating Costs may include costs of repairs which are not covered because the cost of such repairs is within a commercially reasonable
deductible carried under Landlord’s casualty insurance policy (Tenant hereby agreeing that, as of the Execution Date, $25,000.00
is a commercially reasonable deductible), (xvii) management and administrative fees, other than as provided in Section 5.2(a) above;
(xviii) the cost of remediating Hazardous Materials from the Building other than Included Hazardous Materials, as hereinafter defined;
 “Included Hazardous Materials” shall be defined as all Hazardous Materials, other than: (A) any material or substance
located in the Building or the Property on the Execution Date which, as of the Execution Date, is not considered under then existing Legal
Requirements, to be Hazardous Material, but which is subsequently determined to be a Hazardous Material by reason of a Legal Requirement
which first becomes effective after the Execution Date of this Lease, and (B) any material or substance that is introduced to the
Building or the Property after the Execution Date which, when introduced to the Building or the Property, is not then (i.e., at the time
of introduction to the Building or the Property) considered, as a matter of any Legal Requirement, to be a Hazardous Material, but which
is subsequently determined to be a Hazardous Material by reason of Legal Requirements which first becomes effective after the date of
introduction of such material or substance to the Building or Property; (xix) any cost covered by a warranty that Landlord is required
to obtain in connection with the Building or the Land; (xx) any amounts paid to a person, firm, corporation or other entity under
common ownership and control with Landlord that is in excess of a commercially reasonable amount paid on a market rate basis (other than
management fees); (xxi) the cost of acquiring sculptures, paintings, and other objects of art; (xxii) depreciation of the Building
or any part thereof (provided however, that the provisions of this clause (xxii) shall not be deemed to exclude depreciation incurred
with respect to Permitted Capital Expenditures from Operating Costs; (xxiii) any compensation paid to personnel in retail concessions
operated by Landlord and any subsidies or concessions to third parties operating retail concessions at the Building, provided that the
provisions of this clause (xxiii) shall not be deemed to exclude from Operating Costs such compensation, subsidies or concessions
incurred by Landlord with respect to the Cafeterias; (xxiv) replacement or contingency reserves; (xxv) Landlord’s general
overhead, provided however, that the provisions of this clause (xxv) shall not be deemed to exclude an equitable allocation of Management
Office Costs, as set forth in Section 5.2(a) above; and (xxvi) any costs incurred with respect to the retail portions of
the Building, provided that the provisions of this clause (xxvi) shall not be deemed to exclude from Operating Costs incurred by
Landlord with respect to the Cafeterias and the Shower and Changing Rooms. Notwithstanding anything to the contrary contained herein,
the properly passed through cost of any Permitted Capital Expenditures shall be amortized over the useful life of such capital item.


 






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(d)          Payment
of Operating Costs. Commencing as of the Rent Commencement Date and continuing thereafter throughout the remainder of the Term of
the Lease, Tenant shall pay to Landlord, as additional rent, Tenant’s Share of Operating Costs. Landlord may make a good faith estimate
of Tenant’s Share of Operating Costs for any fiscal year or part thereof during the Term, and Tenant shall pay to Landlord, on the
Rent Commencement Date and on the first (1st) day of each calendar month thereafter, an amount equal to Tenant’s Share of Operating
Costs for such fiscal year and/or part thereof divided by the number of months therein. Landlord may estimate and re-estimate Tenant’s
Share of Operating Costs and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Tenant’s
Share of Operating Costs shall be appropriately adjusted in accordance with the estimations so that, by the end of the fiscal year in
question, Tenant shall have paid all of Tenant’s Share of Operating Costs as estimated by Landlord. Any amounts paid based on such
an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each fiscal year. As of the
Execution Date, the Property’s fiscal year is January 1 - December 31.


 






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(e)          Annual
Reconciliation. Landlord shall, within one hundred twenty (120) days after the end of each fiscal year, deliver to Tenant a reasonably
detailed statement of the actual amount of Operating Costs for such fiscal year (“Year End Statement”). Failure of
Landlord to provide the Year End Statement within the time prescribed shall not relieve Tenant from its obligations hereunder, provided,
however, Landlord shall be obligated to bill any Operating Costs on or before the date (“Outside Billing Date”) which
is two (2) years after the end of the fiscal year in which the expenditure is made. If the total of such monthly remittances on account
of any fiscal year is greater than Tenant’s Share of Operating Costs actually incurred for such fiscal year, then, provided no Event
of Default has occurred, Tenant may credit the difference against the next installment of additional rent on account of Operating Costs
due hereunder, except that if such difference is determined after the end of the Term, Landlord shall refund such difference to Tenant
within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord.
If the total of such remittances is less than Tenant’s Share of Operating Costs actually incurred for such fiscal year, Tenant shall
pay the difference to Landlord, as additional rent hereunder, within thirty (30) days of Tenant’s receipt of an invoice therefor.
Landlord’s estimate of Operating Costs for the next fiscal year shall be based upon the Operating Costs actually incurred for the
prior fiscal year as reflected in the Year-End Statement plus a reasonable adjustment based upon estimated increases in Operating Costs.
The provisions of this Section 5.2(d) shall survive the expiration or earlier termination of this Lease.


 


(f)            Part Years.
If the Rent Commencement Date or the Expiration Date occurs in the middle of a fiscal year, Tenant shall be liable for only that portion
of the Operating Costs with respect to such fiscal year within the Term from and after the Rent Commencement Date on pro-rated basis.


 


(g)          Gross-Up.
If, during any fiscal year, less than 95% of the Building is occupied by tenants or if Landlord was not supplying all tenants with the
services being supplied to Tenant hereunder, actual Operating Costs incurred shall be reasonably extrapolated by Landlord on an item-by-item
basis to the reasonable Operating Costs that would have been incurred if the Building was 95% occupied and such services were being supplied
to all tenants, and such extrapolated Operating Costs shall, for all purposes hereof, be deemed to be the Operating Costs for such fiscal
year. This “gross up” treatment shall be applied only with respect to variable Operating Costs arising from services provided
to Common Areas or to space in the Building being occupied by tenants (which services are not provided to vacant space or may be provided
only to some tenants) in order to allocate equitably such variable Operating Costs to the tenants receiving the benefits thereof.


 






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(h)          Audit
Right. Provided there is no Event of Default nor any event which, with the passage of time and/or the giving of notice would constitute
an Event of Default, Tenant may, upon at least sixty (60) days’ prior written notice, inspect or audit Landlord’s records
relating to Operating Costs for any periods of time within the previous fiscal year before the audit or inspection. However, no audit
or inspection shall extend to periods of time before the Rent Commencement Date. If Tenant fails to object to the calculation of Tenant’s
Share of Operating Costs on the Year-End Statement within ninety (90) days after such statement has been delivered to Tenant and/or fails
to complete any such audit or inspection within one- hundred twenty (120) days after receipt of the Year End Statement, then Tenant shall
be deemed to have waived its right to object to the calculation of Tenant’s Share of Operating Costs for the year in question and
the calculation thereof as set forth on such statement shall be final. Tenant’s audit or inspection shall be conducted only at Landlord’s
offices or the offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall pay
the cost of such audit or inspection. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal
year. If, after such inspection or audit has been performed, it is finally determined or mutually agreed that there has been an underpayment
by Tenant, then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, as the case may be, within
thirty (30) days after receipt of an invoice therefor. In the event the Landlord disagrees in good faith with the results of the audit,
Landlord shall notify Tenant within fifteen (15) days of the audit, and Landlord and Tenant shall mutually select a neutral third party
to evaluate the charges for Tenant’s Share of Operating Costs, and the results of such third party’s evaluation shall bind
Landlord and Tenant and shall be final. Costs charged by any such third party shall be shared equally by Landlord and Tenant. If, after
such inspection or audit has been performed, it is finally determined or mutually agreed that that there has been overpayment by Tenant,
then Landlord shall credit such overpayment against the next installment(s) of Base Rent thereafter payable by Tenant, except that
if such overpayment is determined after the termination or expiration of the Term, Landlord shall promptly refund to Tenant the amount
of such overpayment less any amounts then due from Tenant to Landlord. Tenant shall maintain the results of any such audit or inspection
confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of
certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis
or in any other manner which is dependent upon the results of such audit or inspection, and (C) which executes Landlord’s standard
confidentiality agreement whereby it shall agree to maintain the results of such audit or inspection confidential. The provisions of this
Section 5.2(g) shall survive the expiration or earlier termination of this Lease.


 


5.3          Taxes.


 


(a)            “Taxes”
shall mean the real estate taxes and other taxes, levies and assessments imposed upon the Building and the Land, and upon any personal
property of Landlord used in the operation thereof, or on Landlord’s interest therein or such personal property; charges, fees and
assessments for transit, housing, police, fire or other services or purported benefits to the Building and the Land (including without
limitation any community preservation assessments); service or user payments in lieu of taxes; and any and all other taxes, levies, betterments,
assessments and charges arising from the ownership, leasing, operation, use or occupancy of the Building and the Land or based upon rentals
derived therefrom, which are or shall be imposed by federal, state, county, municipal or other governmental authorities. From and after
substantial completion of any occupiable improvements constructed as part of a Future Development, if such improvements are not separately
assessed, Landlord shall reasonably allocate Taxes between the Building and such improvements and the land area associated with the same.
Taxes shall not include any inheritance, estate, succession, gift, franchise, rental, income or profit tax, capital stock tax, capital
levy or excise, or any income taxes arising out of or related to the ownership and operation of the Building and the Land, provided, however,
that any of the same and any other tax, excise, fee, levy, charge or assessment, however described, that may in the future be levied or
assessed as a substitute for or an addition to, in whole or in part, any tax, levy or assessment which would otherwise constitute Taxes,
whether or not now customary or in the contemplation of the parties on the Execution Date of this Lease, shall constitute Taxes, but only
to the extent calculated as if the Building and the Land were the only real estate owned by Landlord. “Taxes” shall also include
reasonable expenses (including without limitation legal and consultant fees) of tax abatement or other proceedings contesting assessments
or levies.


 






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(b)           “Tax
Period” shall be any fiscal/tax period in respect of which Taxes are due and payable to the appropriate governmental taxing
authority (i.e., as mandated by the governmental taxing authority), any portion of which period occurs during the Term of this Lease.


 


(c)           Payment
of Taxes. Commencing as of the Rent Commencement Date and continuing thereafter throughout the remainder of the Term of the Lease,
Tenant shall pay to Landlord, as additional rent, Tenant’s Share of Taxes. Landlord may make a good faith estimate of the Taxes
to be due by Tenant for any Tax Period or part thereof during the Term, and Tenant shall pay to Landlord, on the Rent Commencement Date
and on the first (1st) day of each calendar month thereafter, an amount equal to Tenant’s Share of Taxes for such Tax Period or
part thereof divided by the number of months therein. Landlord may estimate and re-estimate Tenant’s Share of Taxes and deliver
a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Tenant’s Share of Taxes shall be appropriately
adjusted in accordance with the estimations so that, by the end of the Tax Period in question, Tenant shall have paid all of Tenant’s
Share of Taxes as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided
when actual Taxes are available for each Tax Period. If the total of such monthly remittances is greater than Tenant’s Share of
Taxes actually due for such Tax Period, then, provided no Event of Default has occurred, Tenant may credit the difference against the
next installment of additional rent on account of Taxes due hereunder, except that if such difference is determined after the end of the
Term, Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference
exceeds any amounts then due from Tenant to Landlord. If the total of such remittances is less than Tenant’s Share of Taxes actually
due for such Tax Period, Tenant shall pay the difference to Landlord, as additional rent hereunder, within thirty (30) days of Tenant’s
receipt of an invoice therefor. Landlord’s estimate for the next Tax Period shall be based upon actual Taxes for the prior Tax Period
plus a reasonable adjustment based upon estimated increases in Taxes. The provisions of this Section 5.3(c) shall survive the
expiration or earlier termination of this Lease.


 


(d)           Effect
of Abatements. Appropriate credit against Taxes shall be given for any refund obtained by reason of a reduction in any Taxes by the
assessors or the administrative, judicial or other governmental agency responsible therefor after deduction of Landlord’s expenditures
for reasonable legal fees and for other reasonable expenses incurred in obtaining the Tax refund.


 


(e)           Part Years.
If the Rent Commencement Date or the Expiration Date occurs in the middle of a Tax Period, Tenant shall be liable for only that portion
of the Taxes, as the case may be, with respect to such Tax Period within the Term from and after the Rent Commencement Date.


 






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5.4           Late
Payments.


 


(a)           Any
payment of Rent due hereunder not paid when due shall bear interest for each month or fraction thereof from the due date until paid in
full at the annual rate of eighteen percent (18%), or at any applicable lesser maximum legally permissible rate for debts of this nature
(the “Default Rate”).


 


(b)           Additionally,
if Tenant fails to make any payment within five (5) business days after the due date therefor, Landlord may charge Tenant a fee,
which shall constitute liquidated damages, equal to three percent (3%) of any such late payment; provided, however, Landlord shall waive
the late fee once in any twelve-(12)-month period in the event Tenant shall pay such late payment within five (5) business days following
Landlord’s written notice to Tenant of the occurrence of such late payment.


 


(c)           For
each Tenant payment check to Landlord that is returned by a bank for any reason, Tenant shall pay a returned check charge equal to the
amount as shall be customarily charged by Landlord’s bank at the time.


 


(d)           Money
paid by Tenant to Landlord shall be applied to Tenant’s account in the following order: first, to any unpaid additional rent, including
without limitation late charges, returned check charges, legal fees and/or court costs chargeable to Tenant hereunder; and then to unpaid
Base Rent.


 


(e)          The
parties agree that the late charge referenced in Section 5.4(b) represents a fair and reasonable estimate of the costs that
Landlord will incur by reason of any late payment by Tenant, and the payment of late charges and interest are distinct and separate in
that the payment of interest is to compensate Landlord for the use of Landlord’s money by Tenant, while the payment of late charges
is to compensate Landlord for Landlord’s processing, administrative and other costs incurred by Landlord as a result of Tenant’s
delinquent payments. Acceptance of a late charge or interest shall not constitute a waiver of Tenant’s default with respect to the
overdue amount or prevent Landlord from exercising any of the other rights and remedies available to Landlord under this Lease or at law
or in equity now or hereafter in effect.


 


(f)           If
Tenant during any six (6) month period shall be more than five (5) days delinquent in the payment of any installment of Rent
on three (3) or more occasions, then, notwithstanding anything herein to the contrary, Landlord may, by written notice to Tenant,
elect to require Tenant to pay all Base Rent and additional rent on account of Operating Costs and Taxes quarterly in advance. Such right
shall be in addition to and not in lieu of any other right or remedy available to Landlord hereunder or at law on account of Tenant’s
default hereunder.


 






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5.5          No
Offset; Independent Covenants; Waiver. Rent shall be paid without notice or demand, and without
setoff, counterclaim, defense, abatement, suspension, deferment, reduction or deduction, except as expressly provided herein. TENANT
WAIVES ALL RIGHTS (I) TO ANY ABATEMENT, SUSPENSION, DEFERMENT, REDUCTION OR DEDUCTION OF OR FROM RENT, AND (II) TO QUIT, TERMINATE
OR SURRENDER THIS LEASE OR THE PREMISES OR ANY PART THEREOF, EXCEPT AS EXPRESSLY PROVIDED HEREIN. TENANT HEREBY ACKNOWLEDGES AND
AGREES THAT THE OBLIGATIONS OF TENANT HEREUNDER SHALL BE SEPARATE AND INDEPENDENT COVENANTS AND AGREEMENTS, THAT RENT SHALL CONTINUE TO
BE PAYABLE IN ALL EVENTS AND THAT THE OBLIGATIONS OF TENANT HEREUNDER SHALL CONTINUE UNAFFECTED, UNLESS THE REQUIREMENT TO PAY OR PERFORM THE
SAME SHALL HAVE BEEN TERMINATED PURSUANT TO AN EXPRESS PROVISION OF THIS LEASE. LANDLORD AND TENANT EACH ACKNOWLEDGES AND AGREES THAT
THE INDEPENDENT NATURE OF THE OBLIGATIONS OF TENANT HEREUNDER REPRESENTS FAIR, REASONABLE, AND ACCEPTED COMMERCIAL PRACTICE WITH RESPECT
TO THE TYPE OF PROPERTY SUBJECT TO THIS LEASE, AND THAT THIS AGREEMENT IS THE PRODUCT OF FREE AND INFORMED NEGOTIATION DURING WHICH BOTH
LANDLORD AND TENANT WERE REPRESENTED BY COUNSEL SKILLED IN NEGOTIATING AND DRAFTING COMMERCIAL LEASES IN MASSACHUSETTS, AND THAT THE ACKNOWLEDGEMENTS
AND AGREEMENTS CONTAINED HEREIN ARE MADE WITH FULL KNOWLEDGE OF THE HOLDING IN WESSON V. LEONE ENTERPRISES, INC., 437 MASS.
708 (2002). SUCH ACKNOWLEDGEMENTS, AGREEMENTS AND WAIVERS BY TENANT ARE A MATERIAL INDUCEMENT TO LANDLORD ENTERING INTO THIS LEASE.


 


5.6          Survival.
Any obligations under this Section 5 which shall not have been paid at the expiration or earlier termination of the Term shall survive
such expiration or earlier termination and shall be paid when and as the amount of same shall be determined and be due.


 


6.             INTENTIONALLY
OMITTED


 






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7.             LETTER
OF CREDIT


 


7.1          Amount.
Contemporaneously with the execution of this Lease, Tenant shall deliver to Landlord cash in the amount of $765,297.48 (the “Initial
Cash Security Deposit”), which shall be held by Landlord in accordance with Section 7.4 below. Notwithstanding the foregoing,
in the event Tenant elects the Option Two Landlord Contribution (as defined in Exhibit 4), Tenant shall, within five (5) business
days of such election, deliver to Landlord either (x) additional cash in the amount of $10,435.90, for a total amount of $775,733.38,
or (y) if Tenant has already delivered a Letter of Credit (as hereinafter defined) as set forth below, then an amendment to such
Letter of Credit increasing the amount thereof to $775,733.38, and in either case such total amount shall then be considered to be the
Initial Cash Security Deposit for all purposes under this Lease. Notwithstanding anything to the contrary herein contained, Tenant shall,
no later than six (6) months after the Execution Date (the “Letter of Credit Replacement Date”), deliver to Landlord
a Letter of Credit (as hereinafter defined) in an amount equal to either (a) the Initial Cash Security Deposit if the Letter of Credit
Replacement Date occurs before the Increase Date (as hereinafter defined), or (b) the Total Security Deposit Amount (as hereinafter
defined) if the Letter of Credit Replacement Date occurs on or after the Increase Date, which Letter of Credit shall serve to replace
the Initial Cash Security Deposit. Tenant shall, within ten (10) business days after the date (the “Increase Date”)
which is the earlier to occur of (x) December 1, 2019, and (y) the date Tenant completes its Series B financing, deliver
to Landlord either (I) the balance of the Total Security Deposit Amount in cash, if the Letter of Credit Replacement Date has not
yet occurred, (II) an amendment to the existing Letter of Credit (“Letter of Credit Amendment”), if applicable,
in form and substance reasonably acceptable to Landlord, increasing the amount of the Letter of Credit to the Total Security Deposit Amount,
or (III) a Letter of Credit in an amount equal to the Total Security Deposit Amount, which Letter of Credit shall serve to replace
the Initial Cash Security Deposit as security for the full and faithful performance by Tenant of each and every term, provision, covenant
and condition of this Lease. Promptly following Landlord’s receipt of the Letter of Credit, Landlord shall return the remaining
balance of the Initial Cash Security Deposit to Tenant. The “Total Security Deposit Amount” shall mean either (x) in
the event Tenant elects, or is deemed to have elected, the Option One Landlord Contribution, $1,530,595.00, or (y) in the event Tenant
elects the Option Two Landlord Contribution, $1,551,466.75. The “Letter of Credit” shall mean an irrevocable letter
of credit that shall (a) be in the applicable amount in accordance with the provisions of this Section 7.1; (b) be issued
in a form reasonably approved by Landlord; (c) name Landlord as its beneficiary; (d) be drawn on an FDIC insured financial institution
reasonably satisfactory to Landlord (“Approved Issuer”) that both (x) has an office in the greater Boston metropolitan
area that will accept presentation of, and pay against, or allow for facsimile presentment for the payment of the Letter of Credit and
(y) satisfies both the Minimum Rating Agency Threshold and the Minimum Capital Threshold (as those terms are defined below). The
 “Minimum Rating Agency Threshold” shall mean that the issuing bank has outstanding unsecured, uninsured and unguaranteed
senior long-term indebtedness that is then rated (without regard to qualification of such rating by symbols such as “+” or
 “-” or numerical notation) “Baa” or better by Moody’s Investors Service, Inc. and/or “BBB”
or better by Standard & Poor’s Rating Services, or a comparable rating by a comparable national rating agency designated
by Landlord in its discretion. The “Minimum Capital Threshold” shall mean that the issuing bank has combined capital,
surplus and undivided profits of not less than $10,000,000,000. Notwithstanding the foregoing, Landlord hereby agrees that, as of the
Execution Date, Silicon Valley Bank is an Approved Issuer. The Letter of Credit (and any renewals or replacements thereof) shall (1) be
for a term of not less than one (1) year, (2) permit multiple drawings, (3) either be fully transferable by Landlord without
the payment of any fees or charges by Landlord, or Tenant shall be obligated to cause a replacement Letter of Credit to be issued for
the benefit of Landlord’s transferee, at no fee or charge to Landlord, subject only to the return of the original Letter of Credit
and (4) automatically renew for successive one (1) year periods unless at least sixty (60) days prior to the then current expiration
date Tenant provides written notice to Landlord that the Letter of Credit will not be extended beyond the current expiration date. If
the issuer of the Letter of Credit gives notice of its election not to renew such Letter of Credit for any additional period, Tenant shall
be required to deliver a substitute Letter of Credit satisfying the conditions hereof at least thirty (30) days prior to the expiration
of the term of such Letter of Credit. If the issuer of the Letter of Credit fails to satisfy either or both of the Minimum Rating Agency
Threshold or the Minimum Capital Threshold, Tenant shall be required to deliver a substitute letter of credit from another issuer reasonably
satisfactory to the Landlord and that satisfies both the Minimum Rating Agency Threshold and the Minimum Capital Threshold not later than
ten (10) business days after Landlord notifies Tenant of such failure. Tenant agrees that it shall from time to time, as necessary,
whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the
Letter of Credit then in effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the
amount required hereunder, is in effect until a date which is at least sixty (60) days after the Expiration Date. If Tenant fails to furnish
such renewal or replacement at least sixty (60) days prior to the stated expiration date of the Letter of Credit then held by Landlord,
Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) as a Security Deposit
pursuant to the terms of this Article 7. Any renewal or replacement of the original or any subsequent Letter of Credit shall meet
the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued by an Approved
Issuer.


 






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7.2          Application
of Proceeds of Letter of Credit. Upon an Event of Default, or if any proceeding shall be
instituted by or against Tenant pursuant to any of the provisions of any Act of Congress or State law relating to bankruptcy, reorganizations,
arrangements, compositions or other relief from creditors (and, in the case of any proceeding instituted against it, if Tenant shall fail
to have such proceedings dismissed within thirty (30) days) or if Tenant is adjudged bankrupt or insolvent as a result of any such proceeding,
Landlord at its sole option may draw down all or a part of the Letter of Credit. The balance of any Letter of Credit cash proceeds shall
be held in accordance with Section 7.4 below. Should the entire Letter of Credit, or any portion thereof, be drawn down by Landlord,
Tenant shall, upon the written demand of Landlord, deliver a replacement Letter of Credit in the amount drawn, and Tenant’s failure
to do so within ten (10) days after receipt of such written demand shall constitute an additional Event of Default hereunder. The
application of all or any part of the cash proceeds of the Letter of Credit to any obligation or default of Tenant under this Lease shall
not deprive Landlord of any other rights or remedies Landlord may have nor shall such application by Landlord constitute a waiver by Landlord.


 


7.3         Transfer
of Letter of Credit. In the event that Landlord transfers its interest in the Premises, Tenant
shall upon notice from and at no cost to Landlord, deliver to Landlord an amendment to the Letter of Credit or a replacement Letter of
Credit naming Landlord’s successor as the beneficiary thereof. If Tenant fails to deliver such amendment or replacement within ten
(10) days after written notice from Landlord, Landlord shall have the right to draw down the entire amount of the Letter of Credit
and hold the proceeds thereof in accordance with Section 7.5 below.


 


7.4          Cash
Proceeds of Letter of Credit. Landlord shall hold the Initial Cash Security Deposit and/or
the balance of proceeds remaining after a draw on the Letter of Credit (each hereinafter referred to as the “Security Deposit”)
as security for Tenant’s performance of all its Lease obligations. After an Event of Default, Landlord may apply the Security Deposit,
or any part thereof, to Landlord’s damages without prejudice to any other Landlord remedy. Landlord has no obligation to pay interest
on the Security Deposit and may co-mingle the Security Deposit with Landlord’s funds. If Landlord conveys its interest under this
Lease, the Security Deposit, or any part not applied previously, may be turned over to the grantee in which case Tenant shall look solely
to the grantee for the proper application and return of the Security Deposit.


 






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7.5          Return
of Security Deposit or Letter of Credit. Should Tenant comply with all of such terms, covenants
and conditions and promptly pay all sums payable by Tenant to Landlord hereunder, the Security Deposit and/or Letter of Credit or the
remaining proceeds therefrom, as applicable, shall (less any portion thereof which may have been utilized by Landlord to cure any default
or applied to any actual damage suffered by Landlord) be returned to Tenant within forty-five (45) days after the latest to occur of:
(i) the end of the Term, (ii) the delivery by Tenant to Landlord of the Premises free and clear of all parties claiming under
Tenant and in compliance with Section 21 of the Lease, and (iii) the delivery to Landlord of an acceptable Surrender Report,
as defined in Section 21 of the Lease, unless an Event of Default (or a default that with notice and the passage of time would constitute
an Event of Default) exists at the end of the Term, in which event, the forty-five-(45)-day period shall commence on the date that Tenant
cures such Event of Default or default.


 


8.             INTENTIONALLY
OMITTED


 


9.             UTILITIES,
LANDLORD’S SERVICES


 


9.1          Electricity.
Commencing on the Rent Commencement Date, Tenant shall pay all charges for electricity furnished to the Premises and any equipment exclusively
serving the Premises, as additional rent, as measured by a separate check meter which shall be installed by Tenant as part of the Tenant
Work. Tenant shall, at Tenant’s sole cost and expense, maintain and keep in good order, condition and repair the metering equipment
used to measure electricity furnished to the Premises and any equipment exclusively serving the same. Tenant shall pay to Landlord the
full amount of any charges attributable to such check meter, based on Landlord’s reading of such check meter, on or before the later
to occur of (i) the due date therefor or thirty (30) days following delivery of an invoice for such costs from Landlord. At Tenant’s
request, Landlord shall provide Tenant with reasonable back-up documentation regarding the total charges and the method of allocating
the charges to Tenant.


 


9.2         Water.
Landlord shall contract with the utility provider for water service to the Property, including the Premises. Except as otherwise provided
below, the cost of providing water service to the Premises and all other portions of the Building (including, without limitation, the
premises of other tenants or occupants of the Building) shall be included in Operating Costs. Notwithstanding the foregoing, if Landlord
determines that Tenant is using water in excess of its proportionate share (by floor area) of the total water usage in the Building, Landlord
may elect, at Tenant’s expense, to furnish and install in a location in or near the Premises metering equipment to measure water
furnished to the Premises and any equipment exclusively serving the same. In such event, Tenant shall, within thirty (30) days after Landlord’s
written demand therefor from time to time, pay to Landlord, as additional rent, the full amount of any water service charges attributable
to such meter.


 


9.3          Gas.
Landlord shall contract with the utility provider for gas service to the Property, including the Premises. The cost of gas used to serve
base building plumbing, mechanical and electrical systems shall be included in the costs reimbursed by Tenant pursuant to Section 9.6
below. If Tenant requires gas service for the operation of Tenant’s laboratory equipment in the Premises, Tenant shall pay all charges
for gas furnished to the Premises and/or any equipment exclusively serving the Premises as additional rent, based, at Landlord’s
election, (i) on Landlord’s reasonable estimate of such gas usage or (ii) on metering or submetering equipment installed
by Landlord at Tenant’s expense.


 






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9.4          Other
Utilities. Subject to Landlord’s reasonable rules and regulations governing the
same, Tenant shall obtain and pay, as and when due, for all other utilities and services consumed in and/or furnished to the Premises,
together with all taxes, penalties, surcharges and maintenance charges pertaining thereto.


 


9.5          Interruption
or Curtailment of Utilities. When necessary by reason of accident or emergency, or for repairs,
alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, Landlord
reserves the right, upon as much prior notice to Tenant as is practicable under the circumstances and no less than twenty- four (24) hours’
notice except in the event of an emergency, to interrupt, curtail, or stop (i) the furnishing of hot and/or cold water, and (ii) the
operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption,
curtailment, stoppage or suspension, but, except as set forth in Section 10.7, there shall be no diminution or abatement of
Rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of Tenant’s obligations
hereunder reduced, and Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension
of services or systems.


 


9.6          Landlord’s
Services. Subject to reimbursement pursuant to Section 5.2 above, Landlord shall provide
the services described in Exhibit 7 attached hereto and made a part hereof (“Landlord’s Services”),
at the level of service set forth therein. All costs incurred in connection with the provision of Landlord’s Services shall be included
in Operating Costs. Tenant shall pay such costs monthly, together with monthly installments of Base Rent, on an estimated basis in amounts
from time to time reasonably determined by Landlord. After the close of each fiscal year, Landlord shall determine the actual amount of
such costs for such year and deliver to Tenant a reasonably detailed statement thereof, together with a statement of the amounts paid
by Tenant on an estimated basis toward such costs as aforesaid. If such statement indicates that the estimated amounts paid by Tenant
are less than Tenant’s allocable share of the actual amount of such costs for such fiscal year, then Tenant shall pay the amount
of such shortfall to Landlord within thirty (30) days after delivery of such statement. If such statement indicates that Tenant’s
estimated payments for such year exceed the actual amount of such costs for such year, then Landlord shall credit the excess against the
next due installment(s) of additional rent payable under this Section 9.6.


 


10.          MAINTENANCE
AND REPAIRS


 


10.1        Maintenance
and Repairs by Tenant. Tenant shall keep neat and clean and free of insects, rodents, vermin
and other pests and in good repair, order and condition the Premises, including without limitation the entire interior of the Premises,
all electronic, phone and data cabling and related equipment (other than building service equipment) that is installed by or for the exclusive
benefit of the Tenant (whether located in the Premises or other portions of the Building), all fixtures, equipment and specialty lighting
therein, electrical equipment wiring, doors, non-structural walls, windows and floor coverings, reasonable wear and tear and damage by
Casualty excepted.


 






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10.2       Maintenance
and Repairs by Landlord. Except as otherwise provided in Section 15, and subject to
Tenant’s obligations in Section 10.1 above, Landlord shall maintain and keep in good working order (i) the Building foundation,
the roof, Building structure, exterior windows and related assemblies, structural floor slabs and columns of the Building, and (ii) the
base Building systems, including, without limitation, all common mechanical, electrical and HVAC systems serving the Building in good
repair, order and condition. In addition, Landlord shall operate and maintain the Common Areas in substantially the same manner as comparable
combination office and laboratory facilities in the vicinity of the Premises. All costs incurred by Landlord under this Section 10.2
shall be included in Operating Costs, subject to, and in accordance with Section 5.2.


 


10.3       Accidents
to Sanitary and Other Systems. Tenant shall give to Landlord prompt notice of any fire or
accident in the Premises or in the Building and of any damage to, or defective condition in, any part or appurtenance of the Building
including, without limitation, sanitary, electrical, ventilation, heating and air conditioning or other systems located in, or passing
through, the Premises. Except as otherwise provided in Section 15, and subject to Tenant’s obligations in Section 10.1
above, such damage or defective condition shall be remedied by Landlord with reasonable diligence, but, subject to Section 14.5 below,
if such damage or defective condition was caused by any of the Tenant Parties, the cost to remedy the same shall be paid by Tenant.


 


10.4        Floor
Load--Heavy Equipment. Tenant shall not place a load upon any floor of the Premises exceeding
the floor load per square foot of area which such floor was designed to carry and which is allowed by Legal Requirements. The floor load
capacity of the Premises is 100 pounds per square foot. Landlord reserves the right to prescribe the weight and position of all safes,
heavy machinery, heavy equipment, freight, bulky matter or fixtures (collectively, “Heavy Equipment”), in a commercially
reasonable manner, which shall be placed so as to distribute the weight. Heavy Equipment shall be placed and maintained by Tenant at Tenant’s
expense in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance. Tenant shall
not move any Heavy Equipment into or out of the Building without giving Landlord prior written notice thereof and observing all of Landlord’s
Rules and Regulations with respect to the same. If such Heavy Equipment requires special handling, Tenant agrees to employ only persons
holding a Master Rigger’s License to do said work, and that all work in connection therewith shall comply with Legal Requirements.
Any such moving shall be at the sole risk and hazard of Tenant and Tenant will defend, indemnify and save Landlord and Landlord’s
agents (including without limitation its property manager), contractors and employees (collectively with Landlord, the “Landlord
Parties”) harmless from and against any and all claims, damages, losses, penalties, costs, expenses and fees (including without
limitation reasonable legal fees) (collectively, “Claims”) resulting directly or indirectly from such moving, except,
subject to Section 14.5 hereof, to the extent caused by the negligence or willful misconduct of any Landlord Parties. Proper placement
of all Heavy Equipment in the Premises shall be Tenant’s responsibility.


 


10.5        Premises
Cleaning. Tenant shall be responsible, at its sole cost and expense, for janitorial and trash
removal services and other biohazard disposal services for the Premises, including the laboratory areas thereof. Such services shall be
performed by licensed (where required by law or governmental regulation), insured and qualified contractors approved in advance, in writing,
by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned) and on a sufficient basis to ensure that the Premises
are at all times kept neat and clean. Landlord shall provide a dumpster and/or compactor at the Building loading dock for Tenant’s
disposal of non-biohazard material. All costs incurred by Landlord in connection with such dumpster and/or compactor shall be included
in Operating Costs as provided in Section 5.2.


 






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10.6        Pest
Control. Tenant, at Tenant’s sole cost and expense, shall cause the Premises to be
exterminated on a monthly basis to Landlord’s reasonable satisfaction and shall cause all portions of the Premises used for the
storage, preparation, service or consumption of food or beverages to be cleaned daily in a manner reasonably satisfactory to Landlord,
and to be treated against infestation by insects, rodents and other vermin and pests whenever there is evidence of any infestation. Tenant
shall not permit any person to enter the Premises for the purpose of providing such extermination services, unless such persons have been
approved by Landlord. If requested by Landlord, Tenant shall, at Tenant’s sole cost and expense, store any refuse generated in the
Premises by the consumption of food or beverages in a cold box or similar facility.


 


10.7       Service
Interruptions.


 


(a)           Abatement
of Rent. In the event that: (i) there shall be an interruption, curtailment or suspension of any service or failure to perform
any obligation required to be provided or performed by Landlord pursuant to Sections 9 and/or 10 (and no reasonably equivalent alternative
service or supply is provided by Landlord) that shall materially interfere with Tenant’s use and enjoyment of the Premises, or any
portion thereof (any such event, a “Service Interruption”), and (ii) such Service Interruption shall continue
for five (5) consecutive business days following receipt by Landlord of written notice (the “Service Interruption Notice”)
from Tenant describing such Service Interruption (“Abatement Service Interruption Cure Period”), and (iii) such
Service Interruption shall not have been caused by an act or omission of Tenant or Tenant’s agents, employees, contractors or invitees
(an event that satisfies the foregoing conditions (i)-(iii) being referred to hereinafter as a “Material Service Interruption”)
then, Tenant, subject to the next following sentence, shall be entitled to an equitable abatement of Base Rent, Operating Costs and Taxes
based on the nature and duration of the Material Service Interruption and the area of the Premises affected, for any and all days following
the Material Service Interruption Cure Period that both (x) the Material Service Interruption is continuing and (y) Tenant does
not use such affected areas of the Premises for any of the Permitted Uses. Any efforts by Tenant to respond or react to any Material Service
Interruption, including, without limitation, any activities by Tenant to remove its personal property from the affected areas of the Premises,
shall not constitute a use that precludes abatement pursuant to this Section 10.7(a). The Abatement Service Interruption Cure Period
shall be extended by reason of any delays in Landlord’s ability to cure the Service Interruption in question caused by Landlord’s
Force Majeure, provided however, that in no event shall the Abatement Service Interruption Cure Period with respect to any Service Interruption
be longer than ten (10) consecutive business days after Landlord receives the applicable Service Interruption Notice.


 


(b)           Tenant’s
Termination Right. In the event that: (i) a Service Interruption occurs, and (ii) such Service Interruption continues for
a period of ninety (90) consecutive days after Landlord receives a Service Interruption Notice with respect to such Service Interruption
(“Termination Service Interruption Cure Period”), and (iii) such Service Interruption shall not have been caused
by an act or omission of Tenant or Tenant’s agents, employees, contractors or invitees, and (iv) for so long as Tenant ceases
to use the affected portion of the Premises during such Service Interruption, then Tenant shall have the right to terminate this Lease
by giving a written termination notice to Landlord after the expiration of the Termination Service Interruption Cure Period. If such Service
Interruption is cured within ten (10) days (“Post Termination Notice Cure Period”) after Landlord receives such
termination notice, then Tenant shall have no right to terminate this Lease based upon such Service Interruption and Tenant’s termination
notice shall be of no force or effect. The Termination Service Interruption Cure Period and the Post-Termination Notice Cure Period shall
each be extended by reason of any delays in Landlord’s ability to cure the Service Interruption in question caused by Landlord’s
Force Majeure, provided however, that in no event shall the aggregate extension of the Termination Service Interruption Cure Period and
the Post-Termination Notice Cure Period by reason of Landlord’s Force Majeure exceed sixty (60) days.


 






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(c)         The
provisions of this Section 10.7 shall not apply in the event of a Service Interruption caused by Casualty or Taking (see Section 15
hereof).


 


(d)           The
provisions of this Section 10.7 set forth Tenant’s sole rights and remedies, both in law and in equity, in the event of any
Service Interruption.


 


11.          ALTERATIONS
AND IMPROVEMENTS BY TENANT


 


11.1        Landlord’s
Consent Required.


 


(a)           Tenant
shall not make any alterations, decorations, installations, removals, additions or improvements (collectively with the Tenant Work, “Alterations”)
in or to the Premises without Landlord’s prior written approval of the contractor(s), written plans and specifications and a time
schedule therefor. Landlord reserves the right to require that Tenant use Landlord’s preferred vendor(s) for any Alterations
that involve roof penetrations, alarm tie- ins, sprinklers, fire alarm and other life safety equipment. Tenant shall not make any amendments
or additions to plans and specifications approved by Landlord without Landlord’s prior written consent. Landlord’s approval
of non-structural Alterations shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, except to the
extent as set forth in Exhibit 4, Landlord may withhold its consent in its sole discretion (a) to any Alteration to or affecting
the fixed lab benches, fume hoods, roof and/or building systems, (b) with respect to matters of aesthetics relating to Alterations
to or affecting the exterior of the Building, and (c) to any Alteration affecting the Building structure. Tenant shall be responsible
for all elements of the design of Tenant’s plans (including, without limitation, compliance with Legal Requirements, functionality
of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances
and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such
design. In seeking Landlord’s approval, Tenant shall provide Landlord, at least fourteen (14) business 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. Landlord
shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials (whether
building standard or non-building standard), appliances or equipment selected by Tenant in connection with any work performed by or on
behalf of Tenant. Except as otherwise expressly set forth herein, all Alterations shall be done at Tenant’s sole cost and expense
and at such times and in such manner as Landlord may from time to time reasonably designate. If Tenant shall make any Alterations, then
Landlord may elect to require Tenant at the expiration or sooner termination of the Term to restore the Premises to substantially the
same condition as existed immediately prior to the Alterations, provided that Landlord’s election shall be made in writing at the
time it grants its consent to the particular Alteration. Notwithstanding the foregoing, if Tenant shall make any Alterations, then, if
Landlord, in Landlord’s reasonable judgment, determines that the Alterations (i) adversely affect the general utility of the
Building for use by prospective tenants thereof, or (ii) require unusual expense to restore and/or readapt the Premises to usual
use as a biotechnology office and research and development facility, such Alterations being hereinafter referred to as “Specialty
Alterations”, Landlord may elect to require Tenant at the expiration or sooner termination of the Term to restore the Premises
to substantially the same condition as existed immediately prior to the Specialty Alterations. Landlord agrees that it will make such
election with respect to any Specialty Alteration at the time that Landlord approves Tenant’s plans and specifications for a Specialty
Alteration, if Tenant gives written notice to Landlord requesting Landlord to make such election at the time of such approval. Without
limiting the foregoing, Alterations associated with Tenant’s vivarium operations in the Premises (“Vivarium Alterations”)
may, at Landlord’s election, be deemed to be Specialty Alterations. Tenant shall provide Landlord with reproducible record drawings
(in CAD format) of all Alterations within sixty (60) days after completion thereof,


 






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(b)           Alterations
Permitted without Landlord’s Consent. Notwithstanding anything to the contrary herein contained, Tenant shall have the
right without obtaining the prior consent of Landlord, but upon prior notice to Landlord as provided below, to make Alterations to the
Premises where: (i) the same are within the interior of the Premises, and do not affect the exterior of the Building and do not affect
any of the Building’s systems or the ceiling of the Premises; (ii) the same do not affect the roof or any structural element
of the Building, or the fire protection systems of the Building; (iii) the same do not create a nuisance and do not interfere with
the rights of other tenants located in the Building; (iv) the cost of any individual Alteration shall not exceed $150,000.00 in cost;
(v) Tenant shall comply with the provisions of this Lease, and if such work increases the cost of insurance or taxes, Tenant shall
pay for any such increase in cost; and (vi) Tenant gives Landlord at least five (5) business days’ prior notice describing
such work in reasonable detail, accompanied by copies of plans and specifications therefor (to the extent plans and specifications are
typically prepared in accordance with such work (the “Permitted Alterations”)).


 


11.2       After-Hours.
Landlord and Tenant recognize that to the extent Tenant elects to perform some or all of the Alterations during times other than normal
construction hours (i.e., Monday-Friday, 7:00 a.m. to 3:00 p.m., excluding holidays), Landlord may need to make arrangements to have
supervisory personnel on site. Accordingly, Landlord and Tenant agree as follows: Tenant shall give Landlord at least two (2) business
days’ prior written notice of any time outside of normal construction hours when Tenant intends to perform any Alterations (the
 “After-Hours Work”). Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for the cost
of Landlord’s supervisory personnel overseeing the After-Hours Work. In addition, if construction during normal construction hours
unreasonably disturbs other tenants of the Building, in Landlord’s sole discretion, Landlord may require Tenant to stop the performance
of Alterations during normal construction hours and to perform the same after hours, subject to the foregoing requirement to pay for the
cost of Landlord’s supervisory personnel.


 






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11.3        Harmonious
Relations. Tenant agrees that it will not, either directly or indirectly, use any contractors
and/or materials if their use will create any difficulty, whether in the nature of a labor dispute or otherwise, with other contractors
and/or labor engaged by Tenant or Landlord or others in the construction, maintenance and/or operation of the Building, the Property or
any part thereof. In the event of any such difficulty, upon Landlord’s request, Tenant shall cause all contractors, mechanics or
laborers causing such difficulty to leave the Property immediately.


 


11.4        Liens.
No Alterations shall be undertaken by Tenant until: (i) Tenant has made provision for written waiver of liens from all contractors
for such Alteration; and (ii) with respect to any Alteration, the cost of which exceeds $500,000: (x) Tenant has provided Landlord
with reasonable evidence that there is sufficient funding to pay for such Alteration, and (y) Tenant has required its general contractor
to obtain appropriate surety payment and performance bonds which shall name Landlord as an additional obligee and has filed lien bond(s) (in
jurisdictions where available) on behalf of such contractors. Any mechanic’s lien filed against the Premises or the Building for
work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business
days thereafter, at Tenant’s expense by filing the bond required by law or otherwise.


 


11.5       General
Requirements. Unless Landlord and Tenant otherwise agree in writing, Tenant shall (a) procure
or cause others to procure on its behalf all necessary permits before undertaking any Alterations in the Premises (and provide copies
thereof to Landlord); (b) perform all of such Alterations in a good and workmanlike manner, employing materials of good quality and
in compliance with Landlord’s construction rules and regulations, all insurance requirements of this Lease, and Legal Requirements;
and (c) defend, indemnify and hold the Landlord Parties harmless from and against any and all Claims occasioned by or growing out
of such Alterations, except to the extent caused by the negligence or willful misconduct of any Landlord Parties.


 


12.          SIGNAGE


 


12.1        Restrictions.
Tenant shall have the right to install Building standard signage identifying Tenant’s business at the entrance to the Premises,
which signage shall be subject to Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned
or delayed). Subject to the foregoing, and subject to Section 12.2 below, Tenant shall not, without first obtaining Landlord’s
written approval (which approval Landlord may withhold, in Landlord’s sole discretion), place or suffer to be placed or maintained
on the exterior of the Premises, or any part of the interior visible from the exterior thereof, any sign, banner, advertising matter or
any other thing of any kind (including, without limitation, any hand-lettered advertising), and shall not place or maintain any decoration,
letter or advertising matter on the glass of any window or door of the Premises without first obtaining Landlord’s written approval.
No signs may be put on or in any window or elsewhere if visible from the exterior of the Building.


 


12.2        Monument
Signage. For so long as (x) there is no Event of Default of Tenant and (y) the
Lease is in full force and effect (the “Monument Signage Condition”), then Tenant shall have the right to require Landlord
to list, at Landlord’s initial cost and expense, Tenant’s name (“Tenant’s Monument Signage”)
on the existing exterior monument sign (the “Monument Sign”) serving the Property at the entrance from the MWF Road
during the initial Term of the Lease, and any extensions thereof, subject to the provisions of this Section 12.2. The parties hereby
agree that the maintenance and removal of such Tenant’s Monument Signage (including, without limitation, the repair and cleaning
of the existing monument facade upon removal of Tenant’s Monument Signage) shall be performed at Landlord’s sole cost and
expense, except that Tenant shall be responsible for the cost of any change in Tenant’s Monument Signage during the initial Term
of the lease.


 






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12.3        Building
Directory/Premises Entrance Signage.


 


(a)           Landlord
shall list Tenant within the directory in the Building lobby once installed. The initial listing shall be at Landlord’s cost and
expense, and any changes to such directory listing shall be at Tenant’s cost and expense.


 


(b)           Tenant
shall have the right, at Tenant’s cost, to install a building standard Tenant identification sign at the entrance to the Premises.


 


13.          ASSIGNMENT,
MORTGAGING AND SUBLETTING


 


13.1        Landlord’s
Consent Required. Tenant shall not mortgage or encumber this Lease or in whole or in part
whether at one time or at intervals, operation of law or otherwise. Except as expressly otherwise set forth herein, Tenant shall not,
without Landlord’s prior written consent, assign, sublet, license or transfer this Lease or the Premises in whole or in part whether
by changes in the ownership or control of Tenant, or any direct or indirect owner of Tenant, whether at one time or at intervals, by sale
or transfer of stock, partnership or beneficial interests, operation of law or otherwise, or permit the occupancy of all or any portion
of the Premises by any person or entity other than Tenant’s employees (each of the foregoing, a “Transfer”).
Any purported Transfer made without Landlord’s consent, if required hereunder, shall be void and confer no rights upon any third
person, provided that if there is a Transfer, Landlord may collect rent from the transferee without waiving the prohibition against Transfers,
accepting the transferee, or releasing Tenant from full performance under this Lease. In the event of any Transfer in violation of this
Article 13, Landlord shall have the right to terminate this Lease upon thirty (30) days’ written notice to Tenant given within
sixty (60) days after receipt of written notice from Tenant to Landlord of any Transfer, or within one (1) year after Landlord first
learns of the Transfer if no notice is given. No Transfer shall relieve Tenant of its primary obligation as party Tenant hereunder, nor
shall it reduce or increase Landlord’s obligations under this Lease.


 


13.2        Landlord’s
Recapture Right


 


(a)           Except
as for Permitted Transfers, as provided in Section 13.7 below, Tenant shall, prior to offering or advertising the Premises or any
portion thereof for a Transfer, give a written notice (the “Recapture Notice”) to Landlord which: (i) states that
Tenant desires to make a Transfer, (ii) identifies the affected portion of the Premises (the “Recapture Premises”),
(iii) identifies the period of time (the “Recapture Period”) during which Tenant proposes to sublet the Recapture
Premises, or indicates that Tenant proposes to assign its interest in this Lease, and (iv) offers to Landlord to terminate this Lease
with respect to the Recapture Premises (in the case of a proposed assignment of Tenant’s interest in this Lease or a subletting
for the remainder of the Term of this Lease) or to suspend the Term for the Recapture Period (i.e. the Term with respect to the Recapture
Premises shall be terminated during the Recapture Period and Tenant’s rental obligations shall be proportionately reduced). Landlord
shall have fifteen (15) business days within which to respond to the Recapture Notice.


 






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(b)           Notwithstanding
anything to the contrary contained herein, if Landlord notifies Tenant that it accepts the offer contained in the Recapture Notice or
any subsequent Recapture Notice, Tenant shall have the right, for a period of fifteen (15) days following receipt of such notice from
Landlord, time being of the essence, to notify Landlord in writing that it wishes to withdraw such offer and this Lease shall continue
in full force and effect.


 


13.3        Standard
of Consent to Transfer. If Landlord does not timely give written notice to Tenant accepting
a Recapture Offer or declines to accept the same, then Landlord agrees that, subject to the provisions of this Article 13, Landlord
shall not unreasonably withhold, condition or delay its consent to a Transfer on the terms contained in the Recapture Notice to an entity
which will use the Premises for any of the Permitted Uses. Without limiting the reasonable reasons why Landlord may withhold its consent
to a proposed Transfer, it shall be reasonable for Landlord to withhold its consent to a proposed Transfer if, in Landlord’s reasonable
opinion: (a) the Proposed Transferee does not have a tangible net worth and other financial indicators sufficient to meet the Transferee’s
obligations under the Transfer instrument in question; (b) the Proposed Transferee has a business reputation that is not compatible
with the operation of a first-class combination laboratory, research, development and office building; or (c) the intended use of
such entity violates any restrictive use provisions then in effect with respect to space in the Building.


 





13.4        Listing
Confers no Rights. The listing of any name other than that of Tenant, whether on the doors
of the Premises or on the Building directory, or otherwise, shall not operate to vest in any such other person, firm or corporation any
right or interest in this Lease or in the Premises or be deemed to effect or evidence any consent of Landlord, it being expressly understood
that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant.


 


13.5        Profits
In Connection with Transfers. Except with respect to any Permitted Transfers, as defined
in Section 13.7, Tenant shall, within thirty (30) days of receipt thereof, pay to Landlord fifty percent (50%) of any rent, sum or
other consideration to be paid or given in connection with any Transfer, either initially or over time, after deducting reasonable actual
out- of-pocket legal, and brokerage expenses incurred by Tenant and unamortized improvements paid for by Tenant in connection therewith
and any rental concessions, in excess of Rent hereunder as if such amount were originally called for by the terms of this Lease as additional
rent.


 


13.6        Prohibited
Transfers. Notwithstanding any contrary provision of this Lease, Tenant shall have no right
to make a Transfer unless on both (i) the date on which Tenant notifies Landlord of its intention to enter into a Transfer and (ii) the
date on which such Transfer is to take effect, there is no Event of Default under this Lease. Notwithstanding anything to the contrary
contained herein, Tenant agrees that in no event shall Tenant make a Transfer to (a) any government agency; (b) any tenant,
subtenant or occupant of other space in the Building; or (c) any entity with whom Landlord is currently negotiating, or shall have
negotiated in the three (3) months immediately preceding such proposed Transfer, for space in the Property.


 






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13.7           Exceptions
to Requirement for Consent. Notwithstanding anything to the contrary herein contained, Tenant
shall have the right, without obtaining Landlord’s consent and without giving Landlord a Recapture Notice, but upon prior written
notice to Landlord, to (a) make a Transfer to an Affiliated Entity (hereinafter defined) so long as the transfer to such Affiliated
Entity is for legitimate business purposes (and not for the purpose of avoiding the provisions of this Section 13), and (b) assign
all of Tenant’s interest in and to the Lease to a Successor, provided that prior to or simultaneously with any assignment pursuant
to this Section 13.7, such Affiliated Entity or Successor, as the case may be, and Tenant execute and deliver to Landlord an assignment
and assumption agreement in form and substance reasonably acceptable to Landlord whereby such Affiliated Entity or Successor, as the case
may be, shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in
the Lease on the part of Tenant to be performed, and whereby such Affiliated Entity or Successor, as the case may be, shall expressly
agree that the provisions of this Article 13 shall, notwithstanding such Transfer, continue to be binding upon it with respect to
all future Transfers. In addition, a public offering of the stock of Tenant on a national securities exchange shall not be a Transfer
pursuant to this Article 13. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which
is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, a “Successor” shall
be defined as any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially
all of Tenant’s stock or assets, provided that the surviving entity shall have a net worth and other financial indicators sufficient
to meet Tenant’s obligations hereunder. Transfers to Affiliated Entities and to Successors which are permitted pursuant to this
Section 13.7, are referred to collectively herein as “Permitted Transfers”, and such Affiliated Entities and Successors
are referred to herein as “Permitted Transferees”.


 





14.           INSURANCE;
INDEMNIFICATION; EXCULPATION


 


14.1        Tenant’s
Insurance.


 


(a)           Tenant
shall procure, pay for and keep in force throughout the Term (and for so long thereafter as Tenant remains in occupancy of the Premises)
commercial general liability insurance insuring Tenant on an occurrence basis against all claims and demands for personal injury liability
(including, without limitation, bodily injury, sickness, disease, and death) or damage to property which may be claimed to have occurred
from and after the time any of the Tenant Parties shall first enter the Premises, of not less than One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) in the aggregate annually, and from time to time thereafter shall be not less than such
higher amounts, if procurable, as may be reasonably required by Landlord. Tenant shall also carry umbrella liability coverage in an amount
of no less than Ten Million Dollars ($10,000,000). Such policy shall also include contractual liability coverage covering Tenant’s
liability assumed under this Lease, including without limitation Tenant’s indemnification obligations. Such insurance policy(ies)
shall name Landlord, Landlord’s managing agent and persons claiming by, through or under them, if any, as additional insureds.


 






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(b)           Tenant
shall take out and maintain throughout the Term a policy of fire, vandalism, malicious mischief, extended coverage and so-called “all
risk” coverage in an amount equal to one hundred percent (100%) of the replacement cost insuring (i) all items or components
of Alterations (collectively, the “Tenant-Insured Improvements”), and (ii) all Lab Services Equipment, as defined
in Section 10.1, and (iii) of Tenant’s furniture, equipment, fixtures and property of every kind, nature and description
related or arising out of Tenant’s leasehold estate hereunder, which may be in or upon the Premises or the Building, (collectively,
 “Tenant’s Property”). The insurance required to be maintained by Tenant pursuant to this Section 14.1(b) referred
to herein as “Tenant Property Insurance” shall insure the interests of both Landlord and Tenant as their respective
interests may appear from time to time.


 


(c)           Workers’
Compensation and Employer’s Liability insurance affording statutory coverage and containing statutory limits with the Employer’s
Liability portion thereof to have minimum limits of $1,000,000.00.


 


(d)           Tenant
shall take out and maintain a policy of business interruption insurance throughout the Term sufficient to cover twenty-four (24) months
of Rent due hereunder and Tenant’s business losses during such 24-month period.


 


(e)           During
periods when the Tenant Work and/or any Alterations are being performed, Tenant shall maintain, or cause to be maintained, so-called all
risk or special cause of loss property insurance or its equivalent and/or builders risk insurance on 100% replacement cost coverage basis,
including hard and soft costs coverages. Such insurance shall protect and insure Landlord, Landlord’s agents, Tenant and Tenant’s
contractors, as their interests may appear, against loss or damage by fire, water damage, vandalism and malicious mischief, and such other
risks as are customarily covered by so-called all risk or special cause of loss property / builders risk coverage or its equivalent.


 


(f)           Tenant
shall procure and maintain at its sole expense such additional insurance as may be necessary to comply with any Legal Requirements.


 


(g)           Tenant
shall cause all contractors and subcontractors to maintain during the performance of any Alterations the insurance described in Exhibit 10
attached hereto.


 


(h)           The
insurance required pursuant to Sections 14.1(a), (b), (c), (d), (e) and (f) (collectively,
 “Tenant’s Insurance Policies”) shall be effected with insurers approved by Landlord, with
a rating of not less than “A-XI” in the current Best’s Insurance Reports, and authorized to do business in the
Commonwealth of Massachusetts under valid and enforceable policies. Tenant’s Insurance Policies shall each provide that it shall
not be canceled or modified without at least ten (10) days’ prior written notice to each insured named therein; provided, however,
in the event Tenant’s insurer will not provide such notice, Tenant shall be obligated to provide Landlord with ten (10) days’
prior written notice of any cancellation or modification. Tenant’s Insurance Policies may include deductibles in an amount no greater
than the greater of $25,000 or commercially reasonable amounts. On or before the date on which any of the Tenant Parties shall first enter
the Premises and thereafter not less than five (5) days prior to the expiration date of each expiring policy, Tenant shall deliver
to Landlord binders of Tenant’s Insurance Policies issued by the respective insurers setting forth in full the provisions thereof
together with evidence satisfactory to Landlord of the payment of all premiums for such policies. In the event of any claim, and upon
Landlord’s request, Tenant shall deliver to Landlord complete copies of Tenant’s Insurance Policies. Upon request of Landlord,
Tenant shall deliver to any Mortgagee copies of the foregoing documents.


 






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14.2           Indemnification.
Except to the extent caused by the negligence or willful misconduct of any of the Landlord Parties, Tenant shall defend, indemnify and
save the Landlord Parties harmless from and against any and all Claims asserted by or on behalf of any person, firm, corporation or public
authority arising from:


 


(a)           Tenant’s
breach of any covenant or obligation under this Lease;


 


(b)           Any
injury to or death of any person, or loss of or damage to property, sustained or occurring in, at or upon the Premises;


 


(c)           Any
injury to or death of any person, or loss of or damage to property arising out of the use or occupancy of the Premises by or the negligence
or willful misconduct of any of the Tenant Parties; and


 


(d)           On
account of or based upon any work or thing whatsoever done (other than by Landlord or any of the Landlord Parties) at the Premises during
the Term and during the period of time, if any, prior to the Term Commencement Date that any of the Tenant Parties may have been given
access to the Premises.


 


14.3           Property
of Tenant. Tenant covenants and agrees that, to the maximum extent permitted by Legal Requirements,
all of Tenant’s Property at the Premises shall be at the sole risk and hazard of Tenant, and that if the whole or any part thereof
shall be damaged, destroyed, stolen or removed from any cause or reason whatsoever, no part of said damage or loss shall be charged to,
or borne by, Landlord, except, subject to Section 14.5 hereof, to the extent such damage or loss is due to the negligence or willful
misconduct of any of the Landlord Parties.


 


14.4           Limitation
of Landlord’s Liability for Damage or Injury. Landlord shall not be liable for any
injury or damage to persons, animals or property resulting from fire, explosion, falling plaster, steam, gas, air contaminants or emissions,
electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part of the Building or from the
pipes, appliances, equipment or plumbing works or from the roof, street or sub-surface or from any other place or caused by dampness,
vandalism, malicious mischief or by any other cause of whatever nature, except, subject to Section 14.5, to the extent caused by
or due to the negligence or willful misconduct of any of the Landlord Parties, and then, where notice and an opportunity to cure are appropriate
(i.e., where Tenant has an opportunity to know of such condition sufficiently in advance of the occurrence of any such injury or damage
resulting therefrom as would have enabled Landlord to prevent such damage or loss had Tenant notified Landlord of such condition) only
after (i) notice to Landlord of the condition claimed to constitute negligence or willful misconduct, and (ii) the expiration
of a reasonable time after such notice has been received by Landlord without Landlord having commenced to take all reasonable and practicable
means to cure or correct such condition. Notwithstanding the foregoing, in no event shall any of the Landlord Parties be liable for any
loss which is covered by insurance policies actually carried or required to be so carried by this Lease; nor shall any of the Landlord
Parties be liable for any such damage caused by other tenants or persons in the Building or caused by operations in construction of any
private, public, or quasi-public work; nor shall any of the Landlord Parties be liable for any latent defect in the Premises or in the
Building.


 






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14.5           Waiver
of Subrogation; Mutual Release. Landlord and Tenant each hereby waives on behalf of itself
and its property insurers (none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or otherwise)
any and all rights of recovery, claim, action, or cause of action against the other and its agents, officers, servants, partners, shareholders,
or employees (collectively, the “Related Parties”) for any loss or damage that may occur to or within the Premises
or the Building or any improvements thereto, or any personal property of such party therein which is insured against under any Property
Insurance (as defined in Section 14.7) policy actually being maintained by the waiving party from time to time, even if not required
hereunder, or which would be insured against under the terms of any Property Insurance policy required to be carried or maintained by
the waiving party hereunder, whether or not such insurance coverage is actually being maintained, including, in every instance, such loss
or damage that may be caused by the negligence of the other party hereto and/or its Related Parties. Landlord and Tenant each agrees to
cause appropriate clauses to be included in its Property Insurance policies necessary to implement the foregoing provisions. For avoidance
of doubt, each party (“Waiving Party”) expressly waives any claim which it might have against the other party
(“Released Party”) for damage to property which is not covered by reason of any deductible or self-insured retention
under the Waiving Party’s Property Insurance, or by reason of the fact that the Waiving Party is self-insuring damage to its property.


 


14.6           Tenant’s
Acts--Effect on Insurance. Tenant shall not do or permit any Tenant Party to do any act or
thing upon the Premises or elsewhere in the Building which will invalidate or be in conflict with any insurance policies covering the
Building and the fixtures and property therein; and shall not do, or permit to be done, any act or thing upon the Premises which shall
subject Landlord to any liability or responsibility for injury to any person or persons or to property by reason of any business or operation
being carried on upon said Premises or for any other reason. Notwithstanding anything to the contrary contained herein, Tenant shall not
be liable for any increases in the rate of insurance unless such increases arise from Tenant’s manner of use of the Premises (as
opposed to Tenant’s use of the Premises for the Permitted Uses). If by reason of the failure of Tenant to comply with the provisions
hereof the insurance rate applicable to any policy of insurance shall at any time thereafter be higher than it otherwise would be, Tenant
shall reimburse Landlord within thirty (30) days of Landlord’s written demand for that part of any insurance premiums which shall
have been charged because of such failure by Tenant, together with interest at the Default Rate until paid in full, within thirty (30)
days after receipt of an invoice therefor. In addition, Tenant shall reimburse Landlord for any increase in insurance premium arising
as a result of Tenant’s use and/or storage of any Hazardous Materials in the Premises.


 


14.7           Landlord’s
Insurance. Landlord shall carry at all times during the Term of this Lease: (i) commercial
general liability insurance with respect to the Building, the Land and the Common Areas thereof in an amount not less than Five Million
Dollars ($5,000,000) combined single limit per occurrence, (ii) with respect to the Building, excluding Tenant-Insured Improvements
and improvements made by other tenants or occupants, insurance against loss or damage caused by any peril covered under fire, extended
coverage and all risk insurance with coverage against vandalism, malicious mischief and such other insurable hazards and contingencies
as are from time to time normally insured against by owners of similar first-class multi-tenant buildings in the City of Waltham or which
are required by Landlord’s mortgagee, in an amount equal to one hundred percent (100%) of the full replacement cost thereof above
foundation walls (“Landlord Property Insurance”), and (iii) rent interruption insurance covering at least eighteen
(18) months. Any and all such insurance: (x) may be maintained under a blanket policy affecting other properties of Landlord and/or
its affiliated business organizations, and (y) may be written with commercially reasonable deductibles as determined by Landlord.
The costs incurred by Landlord related to such insurance shall be included in Operating Costs. Tenant Property Insurance and Landlord
Property Insurance are referred to collectively herein as “Property Insurance”.


 






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15.           CASUALTY;
TAKING


 


15.1           Damage.
If the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises
are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu
thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2
below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed immediately following the
completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder
of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. Landlord shall, within sixty
(60) days after any Casualty, deliver to Tenant an engineering estimate (“Restoration Estimate”) from a reputable contractor
or engineer, setting forth an estimate of the period of time (“Restoration Period”) that it will take for Landlord
to restore the Building and/or Premises, as aforesaid. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured
Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such
restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, Tenant Delays,
Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances
of Force Majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all
required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180)
days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon
substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially
the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant
agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds
due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more
than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking
award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually
paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining
the same. In the Operating Year in which a Casualty occurs, there shall be included in Operating Costs Landlord’s deductible under
its property insurance policy. Except as Landlord may elect pursuant to this Section 15.1, under no circumstances shall Landlord
be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.


 






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15.2           Termination
Rights.


 


(a)           Landlord’s
Termination Rights. Landlord may terminate this Lease upon thirty (30) days’ prior written notice to Tenant if:


 


(i)           any
material portion of the Building or any material means of access thereto is taken;


 


(ii)           more
than thirty-five percent (35%) of the Building is damaged by Casualty; or


 


(iii)           if
the estimated time to complete restoration exceeds one (1) year from the date on which Landlord receives all required permits for
such restoration.


 


(b)           Tenant’s
Termination Rights. Tenant may terminate this Lease upon thirty (30) days’ prior written notice to Landlord if:


 


(i)           any
material portion of the Premises or any material means of access thereto is taken, so that, in Tenant’s reasonable judgment, the
continued operation of Tenant’s business in the Premises is materially adversely affected;


 


(ii)           if,
50% or more of the Building is damaged by a Casualty and the estimated Restoration Period, as set forth in the Restoration Estimate, exceeds
one (1) year from the date on which Landlord receives all required permits for such restoration; or


 


(iii)           if
less than 50% of the Building is damaged by a Casualty, Tenant’s use of and/or access to the Premises is materially adversely affected
by such Casualty, estimated Restoration Period, as set forth in the Restoration Estimate, exceeds six (6) months from the date on
which Landlord receives all required permits for such restoration; and


 


(iv)           if
Landlord is so required but fails to complete restoration of the Premises within the time frames and subject to the conditions set forth
in Section 15.1 above, then Tenant may terminate this Lease upon thirty (30) days written notice to Landlord; provided, however,
that if Landlord completes such restoration within thirty (30) days after receipt of any such termination notice on account of Landlord’s
failure to so complete within the time period required, such termination notice shall be null and void and this Lease shall continue in
full force and effect.


 


The remedies set forth in this Section 15.2(b) and
in Section 15.2(c) below are Tenant’s sole and exclusive rights and remedies based upon Landlord’s failure to complete
the restoration of the Premises as set forth herein.


 


(c)           Either
Party May Terminate. In the case of any Casualty or Taking affecting the Premises and occurring during the last twelve (12) months
of the Term, then (i) if such Casualty or Taking results in more than twenty-five percent (25%) of the floor area of the Premises
being unsuitable for the Permitted Uses, or (ii) the damage to the Premises costs more than $250,000 to restore, then either Landlord
or Tenant shall have the option to terminate this Lease upon thirty (30) days’ written notice to the other. In addition, if Landlord’s
Mortgagee does not release sufficient insurance proceeds to cover the cost of Landlord’s restoration obligations, then Landlord
shall (i) notify Tenant thereof, and (ii) have the right to terminate this Lease. If Landlord does not terminate this Lease
pursuant to the previous sentence and such notice by Landlord does not include an agreement by Landlord to pay for the difference between
the cost of such restoration and such released insurance proceeds, then Tenant may terminate this Lease by written notice to Landlord
on or before the date that is thirty (30) days after such notice.


 






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(d)           Automatic
Termination. In the case of a Taking of the entire Premises, then this Lease shall automatically terminate as of the date of possession
by the Taking authority.


 


15.3           Rent
Abatement. In the event of a Casualty affecting the Premises, there shall be an equitable
adjustment of Base Rent, Operating Costs and Taxes based upon the degree to which Tenant’s ability to conduct its business in the
Premises is impaired by reason of such Casualty from and after the date of a Casualty, and continuing until the following portions of
the repair and restoration work to be performed by Landlord, as set forth above, are substantially completed: (i) any repair and
restoration work to be performed by Landlord within the Premises, and (ii) repair and restoration work with respect to the Common
Areas to the extent that damage to the Common Areas caused by such Casualty materially adversely affects Tenant’s use of, or access
to, the Premises.


 


15.4           Taking
for Temporary Use. If the Premises are Taken for temporary use, this Lease and Tenant’s
obligations, including without limitation the payment of Rent, shall continue. For purposes hereof, a “Taking for temporary use”
shall mean a Taking of ninety (90) days or less.


 


15.5           Disposition
of Awards. Except for any separate award for Tenant’s movable trade fixtures, relocation
expenses, and unamortized leasehold improvements paid for by Tenant (provided that the same may not reduce Landlord’s award), all
Taking awards to Landlord or Tenant shall be Landlord’s property without Tenant’s participation, and Tenant hereby assigns
to Landlord Tenant’s interest, if any, in such award. Tenant may pursue its own claim against the Taking authority.


 


16.           ESTOPPEL
CERTIFICATE.


 


Tenant shall at any time and from time to time
upon not less than ten (10) business days’ prior written notice from Landlord, execute, acknowledge and deliver to Landlord
a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that
the same is in full force and effect as modified and stating the modifications), and the dates to which Rent has been paid in advance,
if any, stating to Tenant’s knowledge whether or not Landlord is in default in performance of any covenant, agreement, term, provision
or condition contained in this Lease and, if so, specifying each such default, and such other facts as Landlord may reasonably request,
it being intended that any such statement delivered pursuant hereto may be relied upon by Landlord, any prospective purchaser of the Building
or of any interest of Landlord therein, any Mortgagee or prospective Mortgagee thereof, any lessor or prospective lessor thereof, any
lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. Time is of the essence with respect to any
such requested certificate, Tenant hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective
sales and the like.


 






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17.           HAZARDOUS
MATERIALS


 


17.1           Prohibition.
Tenant shall not, without the prior written consent of Landlord, bring or permit to be brought or kept in or on the Premises or elsewhere
in the Building or the Property (i) any inflammable, combustible or explosive fluid, material, chemical or substance (except for
standard office supplies stored in proper containers); and (ii) any Hazardous Material (hereinafter defined), other than the types
and quantities of Hazardous Materials which are listed on Exhibit 8 attached hereto (“Tenant’s Hazardous
Materials”), provided that the same shall at all times be brought upon, kept or used in Tenant’s ‘control areas’,
as described in, and in accordance with Exhibit 8-1 attached hereto and in accordance with all applicable Legal Requirements,
including, without limitation, the International Building Code (2018) and Environmental Laws (hereinafter defined), and prudent environmental
practice and (with respect to medical waste and so-called “biohazard” materials) good scientific and medical practice. Tenant
shall be responsible for assuring that all laboratory uses are adequately and properly vented. On or before each anniversary of the Term
Commencement Date, and on any earlier date during the 12-month period on which Tenant intends to add a new Hazardous Material or materially
increase the quantity of any Hazardous Material to the list of Tenant’s Hazardous Materials, Tenant shall submit to Landlord an
updated list of Tenant’s Hazardous Materials for Landlord’s review and approval, which approval shall not be unreasonably
withheld, conditioned or delayed. Landlord shall have the right, from time to time, to inspect the Premises for compliance with the terms
of this Section 17.1. Notwithstanding the foregoing, with respect to any of Tenant’s Hazardous Materials which Tenant does
not properly handle, store or dispose of in compliance with all applicable Environmental Laws (hereinafter defined), prudent environmental
practice and (with respect to medical waste and so-called “biohazard materials”) good scientific and medical practice, Tenant
shall, upon written notice from Landlord, no longer have the right to bring such material into the Building or the Property until Tenant
has demonstrated, to Landlord’s reasonable satisfaction, that Tenant has implemented programs to thereafter properly handle, store
or dispose of such material. In order to induce Landlord to waive its otherwise applicable requirement that Tenant maintain insurance
in favor of Landlord against liability arising from the presence of radioactive materials in the Premises, and without limiting the foregoing,
Tenant hereby represents and warrants to Landlord that at no time during the Term will Tenant bring upon, or permit to be brought upon,
the Premises any radioactive materials whatsoever.


 


17.2           Environmental
Laws. For purposes hereof, “Environmental Laws” shall mean all laws, statutes,
ordinances, rules and regulations of any local, state or federal governmental authority having jurisdiction concerning environmental,
health and safety matters, including but not limited to any discharge by any of the Tenant Parties into the air, surface water, sewers,
soil or groundwater of any Hazardous Material (hereinafter defined) whether within or outside the Premises, including, without limitation
(a) the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq., (b) the Federal Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901 et seq., (c) the Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. Section 9601 et seq., (d) the Toxic Substances Control Act of 1976, 15 U.S.C. Section 2601 et seq., and (e) Chapter
21E of the General Laws of Massachusetts. Tenant, at its sole cost and expense, shall comply with (i) Environmental Laws, and (ii) any
rules, requirements and safety procedures of the Massachusetts Department of Environmental Protection, the City of Waltham and any insurer
of the Building or the Premises with respect to Tenant’s use, storage and disposal of any Hazardous Materials.


 






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17.3           Hazardous
Material Defined. As used herein, the term “Hazardous Material” means
asbestos, oil or any hazardous, radioactive or toxic substance, material or waste or petroleum derivative which is or becomes regulated
by any Environmental Law, including without limitation live organisms, viruses and fungi, medical waste and any so-called “biohazard”
materials. The term “Hazardous Material” includes, without limitation, oil and/or any material or substance which is (i) designated
as a “hazardous substance,” “hazardous material,” “oil,” “hazardous waste” or toxic substance
under any Environmental Law.


 


17.4           Chemical
Safety Program. Tenant shall establish and maintain a chemical safety program administered
by a licensed, qualified individual in accordance with the requirements of any 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) any applicable governmental
authority with respect to such chemical safety program and (b) this Section. Tenant shall obtain and maintain during the Term any
permit required by any such applicable governmental authority.


 


17.5           Testing.
If any Mortgagee or governmental authority requires testing to determine whether there has been any release of Hazardous Materials and
such testing is required as a result of the acts or omissions of any of the Tenant Parties in violation of this Lease, then Tenant shall
reimburse Landlord within thirty (30) days of Landlord’s written demand, as additional rent, for the reasonable costs thereof, together
with interest at the Default Rate until paid in full. Tenant shall execute affidavits, certifications and the like, as may be reasonably
requested by Landlord from time to time concerning Tenant’s best knowledge and belief concerning the presence of Hazardous Materials
in or on the Premises, the Building or the Property. In addition to the foregoing, if Landlord reasonably believes that any Hazardous
Materials have been released on the Premises in violation of this Lease or any Legal Requirement, Landlord shall have the right to conduct
appropriate tests of the Premises or any portion thereof to demonstrate that Hazardous Materials are present or that contamination has
occurred due to the acts or omissions of any of the Tenant Parties in violation of this Lease. Tenant shall pay all reasonable costs of
such tests if such tests reveal that Hazardous Materials exist at the Premises in violation of this Lease or any Legal Requirement. Further,
Landlord shall have the right to cause a third-party consultant retained by Landlord, at Landlord’s expense (provided, however,
that such costs shall be included in Operating Costs, if allowed pursuant to Section 5.2), to review, but not more than once in any
calendar year, Tenant’s lab operations, procedures and permits to ascertain whether or not Tenant is complying with law and adhering
to best industry practices. Tenant agrees to cooperate in good faith with any such review and to provide to such consultant any information
requested by such consultant and reasonably required in order for such consultant to perform such review, but nothing contained herein
shall require Tenant to provide proprietary or confidential information to such consultant.


 






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17.6           Indemnity;
Remediation.


 


(a)           Tenant
hereby covenants and agrees to indemnify, defend and hold the Landlord Parties harmless from and against any and all Claims against any
of the Landlord Parties arising out of contamination of any part of the Property or other adjacent property, which contamination arises
as a result of: (i) the presence of Hazardous Material in the Premises, the presence of which is caused by any act or omission of
any of the Tenant Parties, or (ii) from a breach by Tenant of its obligations under this Article 17. This indemnification of
the Landlord Parties by Tenant includes, without limitation, reasonable costs incurred in connection with any investigation of site conditions
or any cleanup, remedial, removal or restoration work or any other response actions required by any federal, state or local governmental
agency or political subdivision because of Hazardous Material present in the soil, soil vapor or ground water on or under or any indoor
air in the Building based upon the circumstances identified in the first sentence of this Section 17.6. The indemnification and hold
harmless obligations of Tenant under this Section 17.6 shall survive the expiration or any earlier termination of this Lease. Without
limiting the foregoing, if the presence of any Hazardous Material in the Building or otherwise in the Property is caused or permitted
by any of the Tenant Parties and results in any contamination of any part of the Property or any adjacent property, Tenant shall promptly
take all actions at Tenant’s sole cost and expense as are necessary to return the Property and/or the Building or any adjacent property
to their condition as of the date of this Lease, provided that Tenant shall first obtain Landlord’s written approval of such actions,
which approval shall not be unreasonably withheld, conditioned or delayed so long as such actions, in Landlord’s reasonable discretion,
would not potentially have any adverse effect on the Property, and, in any event, Landlord shall not withhold its approval of any proposed
actions which are required by applicable Environmental Laws. The provisions of this Section 17.6 shall survive the expiration or
earlier termination of the Lease.


 


(b)           Without
limiting the obligations set forth in Section 17.6(a) above, if any Hazardous Material is in, on, under, at or about the Building
or the Property as a result of the acts or omissions of any of the Tenant Parties and results in any contamination of any part of the
Property or any adjacent property that is in violation of any applicable Environmental Law or that requires the performance of any response
action pursuant to any Environmental Law, Tenant shall promptly take all actions at Tenant’s sole cost and expense as are necessary
to reduce such Hazardous Material to amounts below any applicable Reportable Quantity, any applicable Reportable Concentration and any
other applicable standard set forth in any Environmental Law such that no further response actions are required; provided that Tenant
shall first obtain Landlord’s written approval of such actions, which approval shall not be unreasonably withheld, conditioned or
delayed so long as such actions would not be reasonably expected to have an adverse effect on the market value or utility of the Property
for the Permitted Uses, and in any event, Landlord shall not withhold its approval of any proposed actions which are required by applicable
Environmental Laws (such approved actions, “Tenant’s Remediation”).


 


(c)           In
the event that Tenant fails to complete Tenant’s Remediation prior to the end of the Term, then:


 


(i)           until
the completion of Tenant’s Remediation (as evidenced by the certification of Tenant’s Licensed Site Professional (as such
term is defined by applicable Environmental Laws), who shall be reasonably acceptable to Landlord) (the “Remediation Completion
Date”), Tenant shall pay to Landlord, with respect to the portion of the Premises which reasonably cannot be occupied by a new
tenant until completion of Tenant’s Remediation, (A) additional rent on account of Operating Costs and Taxes and (B) Base
Rent in an amount equal to the greater of (1) the fair market rental value of such portion of the Premises (determined in substantial
accordance with the process described in Section 1.2 above), and (2) Base Rent attributable to such portion of the Premises
in effect immediately prior to the end of the Term; and


 






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(ii)           Tenant
shall maintain responsibility for Tenant’s Remediation and Tenant shall complete Tenant’s Remediation as soon as reasonably
practicable in accordance with Environmental Laws. If Tenant does not diligently pursue completion of Tenant’s Remediation, Landlord
shall have the right to either (A) assume control for overseeing Tenant’s Remediation, in which event Tenant shall pay all
reasonable costs and expenses of Tenant’s Remediation (it being understood and agreed that all costs and expenses of Tenant’s
Remediation incurred pursuant to contracts entered into by Tenant shall be deemed reasonable) within thirty (30) days of demand therefor
(which demand shall be made no more often than monthly), and Landlord shall be substituted as the party identified on any governmental
filings as the party responsible for the performance of such Tenant’s Remediation or (B) require Tenant to maintain responsibility
for Tenant’s Remediation, in which event Tenant shall complete Tenant’s Remediation as soon as reasonably practicable in accordance
with Environmental Laws, it being understood that Tenant’s Remediation shall not contain any requirement that Tenant remediate any
contamination to levels or standards more stringent than those associated with the Property’s current office, research and development,
laboratory, and vivarium uses.


 


(d)           The
provisions of this Section 17.6 shall survive the expiration or earlier termination of this Lease.


 


17.7           Disclosures.
Prior to bringing any Hazardous Material into any part of the Property, Tenant shall deliver to Landlord the following information with
respect thereto: (a) a description of handling, storage, use and disposal procedures; (b) all plans or disclosures and/or emergency
response plans which Tenant has prepared, including without limitation Tenant’s Spill Response Plan, and all plans which Tenant
is required to supply to any governmental agency or authority pursuant to any Environmental Laws; (c) copies of all Required Permits
relating thereto; and (d) other information reasonably requested by Landlord.


 


17.8           Removal.
Tenant shall be responsible, at its sole cost and expense, for Hazardous Material and other biohazard disposal services for the Premises.
Such services shall be performed by contractors reasonably acceptable to Landlord and on a sufficient basis to ensure that the Premises
are at all times kept neat, clean and free of Hazardous Materials and biohazards except in appropriate, specially marked containers reasonably
approved by Landlord.


 


17.9           Landlord
Obligations with respect to Hazardous Materials.


 


(a)           Landlord
Representations, Covenants and Indemnity. Landlord hereby represents and warrants to Tenant that, to the Best of Landlord’s Knowledge
(as that term is defined in clause (c) below), except to the extent (if any) as may be disclosed in the following described environmental
assessment reports which have been made available by Landlord to Tenant (the “Disclosed Materials”), there exist,
as of the Execution Date of this Lease, no Hazardous Materials on the Property which are in violation of applicable Environmental Laws
or that require reporting, investigation, remediation or other response under Chapter 21E or other Environmental Laws:


 


•Phase I Environmental Site Assessment, 830 Winter Street,
Waltham, Massachusetts, prepared by Boston Environmental Corporation, dated June 26, 2015.


 






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Landlord covenants that neither Landlord nor any
of the Landlord Parties shall bring any Hazardous Materials in or on to the Property or discharge any Hazardous Materials in or on to
the Property which are, in either case, in violation of applicable Environmental Laws. Landlord hereby indemnifies and shall defend and
hold Tenant, its officers, directors, employees, and agents harmless from any Claims arising as result of any breach by Landlord of its
representations, warranties, or covenants under this Section 17.9(a).


 


(b)           Landlord
Remediation. If Hazardous Materials are discovered in, on or under the Property which are not in compliance with applicable Environmental
Laws or that require reporting, investigation, remediation or other response under Chapter 21E or other Environmental Laws, and which
are not the responsibility of Tenant pursuant to this Article 17, then Landlord shall remove or remediate the same, when, if, and
in the manner required by applicable Environmental Laws.


 


(c)           To
the Best of Landlord’s Knowledge. The phrase “to the Best of Landlord’s Knowledge” under shall mean the best
of the knowledge of Tyson Reynoso, Landlord’s asset manager with respect to the Property.


 


18.           RULES
AND REGULATIONS.


 


18.1           Rules and
Regulations. Tenant will faithfully observe and comply with the Rules and Regulations
attached hereto as Exhibit 9 (“Current Rules and Regulations”) and reasonable rules and regulations
as may be promulgated, from time to time, with respect to the Building, the Property and construction within the Property (collectively,
the “Rules and Regulations”). The Current Rules and Regulations consist of the Building Rules and Regulations
attached hereto as Exhibit 9-1 and the Construction Rules and Regulations attached hereto as Exhibit 9-2.
In the case of any conflict between the provisions of this Lease and any future rules and regulations, the provisions of this Lease
shall control. Nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and
Regulations or the terms, covenants or conditions in any other lease as against any other tenant and Landlord shall not be liable to Tenant
for violation of the same by any other tenant, its servants, employees, agents, contractors, visitors, invitees or licensees.


 


18.2           Energy
Conservation. Landlord may institute upon written notice to Tenant such policies, programs
and measures as may be necessary, required, or expedient for the conservation and/or preservation of energy or energy services (collectively,
the “Conservation Program”), provided however, that the Conservation Program does not, by reason of such policies,
programs and measures, reduce the level of energy or energy services being provided to the Premises below the level of energy or energy
services then being provided in comparable combination laboratory, research and development and office buildings in the vicinity of the
Premises, provided the same shall not come at a material cost to Tenant, or materially adversely affect Tenant’s use of the Premises
for any of the Permitted Uses, or (ii) as may be necessary or required to comply with Legal Requirements or standards or the other
provisions of this Lease. Upon receipt of such notice, Tenant shall comply with the Conservation Program.


 


18.3           Recycling.
Upon written notice, Landlord may establish policies, programs and measures for the recycling of paper, products, plastic, tin and other
materials (a “Recycling Program”). Upon receipt of such notice, Tenant will comply with the Recycling Program at Tenant’s
sole cost and expense.


 






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19.           LAWS
AND PERMITS.


 


19.1           Legal
Requirements. Tenant shall not cause or permit the Premises, or cause the Property or the
Building to be used in any way that violates any Legal Requirement, order, permit, approval, variance, covenant or restrictions of record
or any provisions of this Lease, interferes with the rights of tenants of the Building, or constitutes a nuisance or waste. Tenant shall
obtain, maintain and pay for all permits and approvals needed for the operation of Tenant’s business, as soon as reasonably possible,
and in any event shall not undertake any operations or use unless all applicable permits and approvals are in place and shall, promptly
take all actions necessary to comply with all Legal Requirements, including, without limitation, the Occupational Safety and Health Act,
applicable to Tenant’s use of the Premises, the Property or the Building. Tenant shall maintain in full force and effect all certifications
or permissions required by any authority having jurisdiction to authorize, franchise or regulate Tenant’s use of the Premises. Tenant
shall be solely responsible for procuring and complying at all times with any and all necessary permits and approvals directly or indirectly
relating or incident to: the conduct of its activities on the Premises; its scientific experimentation, transportation, storage, handling,
use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or
environmentally dangerous substances or materials or medical waste or animals or laboratory specimens. Within ten (10) days of a
request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term
hereof, unless otherwise requested by any mortgagee of Landlord or unless Landlord reasonably suspects that Tenant has violated the provisions
of this Section 19.1, Tenant shall furnish Landlord with copies of all such permits and approvals that Tenant possesses or has obtained
together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to
the Premises. Tenant shall promptly give written notice to Landlord of any warnings or violations relative to the above received from
any federal, state or municipal agency or by any court of law and shall promptly cure the conditions causing any such violations. Tenant
shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation
in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted
under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions,
including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the
Building and the Property from any liability, costs, damages or expenses arising in connection with such alleged violation and failure
to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless
from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant
shall promptly cure any violation in the event that its appeal of such violation is overruled or rejected, and (v) Tenant’s
decision to delay such cure shall not, in Landlord’s good faith determination, be likely to result in any actual or threatened bodily
injury, property damage, or any civil or criminal liability to Landlord, any tenant or occupant of the Building or the Property, or any
other person or entity. Nothing contained in this Section 19.1 shall be construed to expand the uses permitted hereunder beyond the
Permitted Uses. Landlord shall comply with any Legal Requirements and with any direction of any public office or officer relating to the
maintenance or operation of the structural elements of the Building and the Common Areas, and the costs so incurred by Landlord shall
be included in Operating Costs in accordance with the provisions of Section 5.2.


 






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20.           DEFAULT


 


20.1           Events
of Default. The occurrence of any one or more of the following events shall constitute an
 “Event of Default” hereunder by Tenant:


 


(a)           If
Tenant fails to make any payment of Rent or any other payment required hereunder, as and when due, and such failure shall continue for
a period of five (5) business days after notice thereof from Landlord to Tenant; provided, however, an Event of Default shall occur
hereunder without any obligation of Landlord to give any notice if (i) Tenant fails to make any payment within five (5) days
after the due date therefor, and (ii) Landlord has given Tenant written notice under this Section 20.1(a) on more than
two (2) occasions during the twelve (12) month interval preceding such failure by Tenant;


 


(b)           Intentionally
omitted;


 


(c)           If
Tenant shall fail to execute and deliver to Landlord an estoppel certificate pursuant to Article 16 above or a subordination and
attornment agreement pursuant to Article 22 below, within the timeframes set forth therein;


 


(d)           If
Tenant shall fail to maintain any insurance required hereunder;


 


(e)           If
Tenant shall fail to timely deliver a Letter of Credit by the Letter of Credit Replacement Date, restore the Security Deposit to its original
amount or deliver a replacement Letter of Credit, in each case as and when required under Article 7 above;


 


(f)           If
Tenant causes or suffers any release of Hazardous Materials in or near the Property;


 


(g)           If
Tenant shall make a Transfer in violation of the provisions of Article 13 above, or if any event shall occur or any contingency shall
arise whereby this Lease, or the term and estate thereby created, would (by operation of law or otherwise) devolve upon or pass to any
person, firm or corporation other than Tenant, except as expressly permitted under Article 13 hereof;


 


(h)           Tenant’s
failure to timely deliver to Landlord the Total Security Deposit Amount, as defined in Section 7.1;


 


(i)           The
failure by Tenant to observe or perform any of the covenants or provisions of this Lease to be observed or performed by Tenant, other
than as specified above, and such failure continues for more than thirty (30) days after notice thereof from Landlord; provided, further,
that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required for its cure, then Tenant
shall not be deemed to be in default if Tenant shall commence such cure within said thirty (30) day period and thereafter diligently prosecute
such cure to completion, which completion shall occur not later than ninety (90) days from the date of such notice from Landlord;


 






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(j)           Tenant
shall be involved in financial difficulties as evidenced by an admission in writing by Tenant of Tenant’s inability to pay its debts
generally as they become due, or by the making or offering to make a composition of its debts with its creditors;


 


(k)           Tenant
shall make an assignment or trust mortgage, or other conveyance or transfer of like nature, of all or a substantial part of its property
for the benefit of its creditors,


 


(l)           an
attachment on mesne process, on execution or otherwise, or other legal process shall issue against Tenant or its property and a sale of
any of its assets shall be held thereunder;


 


(m)           the
leasehold hereby created shall be taken on execution or by other process of law and shall not be revested in Tenant within thirty (30)
days thereafter;


 


(n)           a
receiver, sequesterer, trustee or similar officer shall be appointed by a court of competent jurisdiction to take charge of all or any
part of Tenant’s Property and such appointment shall not be vacated within thirty (30) days; or


 


(n)           any
proceeding shall be instituted by or against Tenant pursuant to any of the provisions of any Act of Congress or State law relating to
bankruptcy, reorganizations, arrangements, compositions or other relief from creditors, and, in the case of any proceeding instituted
against it, if Tenant shall fail to have such proceedings dismissed within thirty (30) days or if Tenant is adjudged bankrupt or insolvent
as a result of any such proceeding.


 


With respect to the defaults set forth in subsections
(c), (d), (e), (f) and (g) above, if Tenant shall fail to cure the default within the respective required timeframes set forth
in this Lease, and such failure shall continue for three (3) business days after Tenant’s receipt of a Reminder Notice (as
defined below), then such events shall be deemed to be an Event of Default. For purposes hereof, a “Reminder Notice”
shall be a notice from Landlord to Tenant that states in bold faced capital letters at the top of the first page thereof the following:
 “TENANT’S FAILURE TO CURE DEFAULT WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE
SHALL CONSTITUTE AN EVENT OF DEFAULT.


 


20.2           Remedies.
Upon an Event of Default, Landlord may, by notice to Tenant, elect to terminate this Lease; and thereupon (and without prejudice to any
remedies which might otherwise be available for arrears of Rent or preceding breach of covenant or agreement and without prejudice to
Tenant’s liability for damages as hereinafter stated), upon the giving of such notice, this Lease shall terminate as of the date
specified therein as though that were the Expiration Date. Upon such termination, Landlord shall have the right to utilize the Security
Deposit or draw down the entire Letter of Credit, as applicable, and apply the proceeds thereof to its damages hereunder. Without being
taken or deemed to be guilty of any manner of trespass or conversion, and without being liable to indictment, prosecution or damages therefor,
Landlord may, by lawful process, enter into and upon the Premises (or any part thereof in the name of the whole); repossess the same,
as of its former estate; and expel Tenant and those claiming under Tenant. The words “re-entry” and “re-enter”
as used in this Lease are not restricted to their technical legal meanings.


 






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20.3          Damages
- Termination.


 


(a)            Upon
the termination of this Lease under the provisions of this Article 20, Tenant shall pay to Landlord Rent up to the time of such termination,
shall continue to be liable for any preceding breach of covenant, and in addition, shall pay to Landlord as damages, at the election of
Landlord, either:


 


(i)            the
amount (discounted to present value at the rate of five percent (5%) per annum) by which, at the time of the termination of this Lease
(or at any time thereafter if Landlord shall have initially elected damages under Section 20.3(a)(ii) below), (x) the aggregate
of Rent projected over the period commencing with such termination and ending on the Expiration Date, exceeds (y) the aggregate projected
rental value of the Premises for such period, taking into account a reasonable time period during which the Premises shall be unoccupied,
plus all Reletting Costs (hereinafter defined); or


 


(ii)           amounts
equal to Rent which would have been payable by Tenant had this Lease not been so terminated, payable upon the due dates therefor specified
herein following such termination and until the Expiration Date, provided, however, if Landlord shall re-let the Premises during
such period, that Landlord shall credit Tenant with the net rents received by Landlord from such re-letting, such net rents to be determined
by first deducting from the gross rents as and when received by Landlord from such re-letting the expenses incurred or paid by Landlord
in terminating this Lease, as well as the expenses of re-letting, including altering and preparing the Premises for new tenants, brokers’
commissions, and all other similar and dissimilar expenses properly chargeable against the Premises and the rental therefrom (collectively,
 “Reletting Costs”), it being understood that any such re-letting may be for a period equal to or shorter or longer
than the remaining Term; and provided, further, that (x) in no event shall Tenant be entitled to receive any excess of such
net rents over the sums payable by Tenant to Landlord hereunder and (y) in no event shall Tenant be entitled in any suit for the
collection of damages pursuant to this Section 20.3(a)(ii) to a credit in respect of any net rents from a re-letting except
to the extent that such net rents are actually received by Landlord prior to the commencement of such suit. If the Premises or any part
thereof should be re-let in combination with other space, then proper apportionment on a square foot area basis shall be made of the rent
received from such re-letting and of the expenses of re-letting.


 


(b)           In
calculating the amount due under Section 20.3(a)(i), above, there shall be included, in addition to the Base Rent, all other considerations
agreed to be paid or performed by Tenant, including without limitation Tenant’s Share of Operating Costs and Taxes, on the assumption
that all such amounts and considerations would have increased at the rate of three percent (3%) per annum for the balance of the full
term hereby granted.


 


(c)           Suit
or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election,
and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term would have expired if it
had not been terminated hereunder.


 


(d)           Nothing
herein contained shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which,
in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any Event of Default hereunder.


 






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20.4        Landlord’s
Self-Help; Fees and Expenses. If Tenant shall default in the performance of any covenant
on Tenant’s part to be performed in this Lease contained, including without limitation the obligation to maintain the Premises in
the required condition pursuant to Section 10.1 above, Landlord may, upon reasonable advance notice, except that no notice shall
be required in an emergency, immediately, or at any time thereafter, perform the same for the account of Tenant. Tenant shall pay to Landlord
within thirty (30) days of Landlord’s demand therefor any costs incurred by Landlord in connection therewith, together with interest
at the Default Rate until paid in full. In addition, Tenant shall pay all of Landlord’s costs and expenses, including without limitation
reasonable attorneys’ fees, incurred (i) in enforcing any obligation of Tenant under this Lease or (ii) as a result of
Landlord or any of the Landlord Parties, without its fault, being made party to any litigation pending by or against any of the Tenant
Parties.


 


20.5        Waiver
of Redemption, Statutory Notice and Grace Periods. Tenant does hereby waive and surrender
all rights and privileges which it might have under or by reason of any present or future Legal Requirements to redeem the Premises or
to have a continuance of this Lease for the Term hereby demised after being dispossessed or ejected therefrom by process of law or under
the terms of this Lease or after the termination of this Lease as herein provided. Except to the extent prohibited by Legal Requirements,
any statutory notice and grace periods provided to Tenant by law are hereby expressly waived by Tenant.


 


20.6        Landlord’s
Remedies Not Exclusive. The specified remedies to which Landlord may resort hereunder are
cumulative and are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be lawfully entitled,
and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies
were not herein provided for.


 


20.7        No
Waiver. Landlord’s failure to seek redress for violation, or to insist upon the strict
performance, of any covenant or condition of this Lease, or any of the Rules and Regulations promulgated hereunder, shall not prevent
a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation.
The receipt by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach.
The failure of Landlord to enforce any of such Rules and Regulations against Tenant and/or any other tenant in the Building shall
not be deemed a waiver of any such Rules and Regulations. No provisions of this Lease shall be deemed to have been waived by either
party unless such waiver be in writing signed by such party. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent
herein stipulated shall be deemed to be other than on account of the stipulated 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 in this Lease provided.


 


20.8        Restrictions
on Tenant’s Rights. During the continuation of any Event of Default, (a) Landlord
shall not be obligated to provide Tenant with any notice pursuant to Sections 2.3 and 2.4 above; and (b) Tenant shall not have the
right to make, nor to request Landlord’s consent or approval with respect to, any Alterations or Transfers.


 






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20.9        Landlord
Default. Notwithstanding anything to the contrary contained in the Lease, Landlord shall
in no event be in default in the performance of any of Landlord’s obligations under this Lease unless Landlord shall have failed
to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct any such default, provided
Landlord commences cure within 30 days) after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform
any such obligation. Except as expressly set forth in this Lease, Tenant shall not have the right to terminate or cancel this Lease or
to withhold rent or to set-off or deduct any claim or damages against rent as a result of any default by Landlord or breach by Landlord
of its covenants or any warranties or promises hereunder, except in the case of a wrongful eviction of Tenant from the Premises (constructive
or actual) by Landlord, and then only if the same continues after notice to Landlord thereof and an opportunity for Landlord to cure the
same as set forth above. In addition, Tenant shall not assert any right to deduct the cost of repairs or any monetary claim against Landlord
from rent thereafter due and payable under this Lease.


 


21.          SURRENDER;
ABANDONED PROPERTY; HOLD-OVER


 


21.1            Surrender


 


(a)            Upon
the expiration or earlier termination of the Term, Tenant shall (i) peaceably quit and surrender to Landlord the Premises (including
without limitation all fixed lab benches, fume hoods, electric, plumbing, heating and sprinkling systems, fixtures and outlets, vaults,
paneling, molding, shelving, radiator enclosures, cork, rubber, linoleum and composition floors, ventilating, silencing, air conditioning
and cooling equipment therein and all other furniture, fixtures, and equipment that was either provided by Landlord or paid for in whole
or in part by any allowance provided to Tenant by Landlord under this Lease) broom clean, in good order, repair and condition excepting
only ordinary wear and tear and damage by fire or other insured Casualty; (ii) remove all of Tenant’s Property, all autoclaves
and cage washers and, to the extent specified by Landlord, Alterations made by Tenant (in accordance with Section 11.1(a)); and (iii) repair
any damages to the Premises or the Building caused by the installation or removal of Tenant’s Property and/or such Alterations.
Tenant’s obligations under this Section 21.1(a) shall survive the expiration or earlier termination of this Lease.


 






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(b)            Prior
to the expiration of this Lease (or within thirty (30) days after any earlier termination), Tenant shall clean and otherwise decommission
all interior surfaces (including floors, walls, ceilings, and counters), piping, supply lines, waste lines, acid neutralization systems
and plumbing in and/or exclusively serving the Premises, and all exhaust or other ductwork in and/or exclusively serving the Premises,
in each case which has carried or released or been contacted by any Hazardous Materials or other chemical or biological materials used
in the operation of the Premises, and shall otherwise clean the Premises so as to permit the Surrender Plan (defined below) to be issued.
At least thirty (30) days prior to the expiration of the Term (or, if applicable, within five (5) business days after any earlier
termination of this Lease), Tenant shall deliver to Landlord a reasonably detailed narrative description of the actions proposed (or required
by any Legal Requirements) to be taken by Tenant in order to render the Premises (including any Alterations permitted or required by Landlord
to remain therein) free of Hazardous Materials and otherwise released for unrestricted use and occupancy including without limitation
causing the Premises to be decommissioned in accordance with the regulations of the U.S. Nuclear Regulatory Commission and/or the Massachusetts
Department of Public health (the “MDPH”) for the control of radiation, and cause the Premises to be released for unrestricted
use by the Radiation Control Program of the MDPH (the “Surrender Plan”). The Surrender Plan (i) shall be accompanied
by a current list of (A) all Required Permits held by or on behalf of any Tenant Party with respect to Hazardous Materials in, on,
under, at or about the Premises, and (B) Tenant’s Hazardous Materials, and (ii) shall be subject to the review and approval
of Landlord’s environmental consultant. In connection with review and approval of the Surrender Plan, upon request of Landlord,
Tenant shall deliver to Landlord or its consultant such additional non-proprietary information concerning the use of and operations within
the Premises as Landlord shall request. On or before the expiration of the Term (or within thirty (30) days after any earlier termination
of this Lease, during which period Tenant’s use and occupancy of the Premises shall be governed by Section 21.3 below), Tenant
shall (i) perform or cause to be performed all actions described in the approved Surrender Plan, and (ii) deliver to Landlord
a certification from a third party certified industrial hygienist reasonably acceptable to Landlord certifying that the Premises do not
contain any Hazardous Materials and evidence that the approved Surrender Plan shall have been satisfactorily completed by a contractor
acceptable to Landlord, and Landlord shall have the right, subject to reimbursement at Tenant’s expense as set forth below, to cause
Landlord’s environmental consultant to inspect the Premises and perform such additional procedures as may be deemed reasonably necessary
to confirm that the Premises are, as of the expiration of the Term (or, if applicable, the date which is thirty (30) days after any earlier
termination of this Lease), free of Hazardous Materials and otherwise available for unrestricted use and occupancy as aforesaid. Landlord
shall have the unrestricted right to deliver the Surrender Plan and any report by Landlord’s environmental consultant with respect
to the surrender of the Premises to third parties. Such third parties and the Landlord Parties shall be entitled to rely on the Surrender
Report. If Tenant shall fail to prepare or submit a Surrender Plan approved by Landlord, or if Tenant shall fail to complete the approved
Surrender Plan, or if such Surrender Plan, whether or not approved by Landlord, shall fail to adequately address the use of Hazardous
Materials by any of the Tenant Parties in, on, at, under or about the Premises, Landlord shall have the right to take any such actions
as Landlord may deem reasonable or appropriate to assure that the Premises and the Property are surrendered in the condition required
hereunder, the cost of which actions shall be reimbursed by Tenant as additional rent within thirty (30) days of Landlord’s written
demand. Tenant’s obligations under this Section 21.1(b) shall survive the expiration or earlier termination of the Term.


 


(c)            No
act or thing done by Landlord during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept
such surrender shall be valid, unless in writing signed by Landlord. Unless otherwise agreed by the parties in writing, no employee of
Landlord or of Landlord’s agents shall have any power to accept the keys of the Premises prior to the expiration or earlier termination
of this Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of this
Lease or a surrender of the Premises.


 


(d)           Notwithstanding
anything to the contrary contained herein, Tenant shall, at its sole cost and expense, remove from the Premises, prior to the end of the
Term, any item installed by or for Tenant and which, pursuant to Legal Requirements, must be removed therefrom before the Premises may
be used by a subsequent tenant.


 






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21.2        Abandoned
Property. After the expiration or earlier termination hereof, if Tenant fails to remove any
property from the Building or the Premises which Tenant is obligated by the terms of this Lease to remove within five (5) business
days after written notice from Landlord, such property (the “Abandoned Property”) shall be conclusively deemed to have
been abandoned, and may either be retained by Landlord as its property or sold or otherwise disposed of in such manner as Landlord may
see fit. If any item of Abandoned Property shall be sold, Tenant hereby agrees that Landlord may receive and retain the proceeds of such
sale and apply the same, at its option, to the expenses of the sale, the cost of moving and storage, any damages to which Landlord may
be entitled under Section 20 hereof or pursuant to law, and to any arrears of Rent.


 


21.3        Holdover.
If any of the Tenant Parties holds over (which term shall include, without limitation, the failure of Tenant or any Tenant Party to perform
all of its obligations under Section 21.1 above) after the end of the Term, Tenant shall be deemed a tenant-at- sufferance subject
to the provisions of this Lease. Whether or not Landlord has previously accepted payments of Rent from Tenant:


 


(a)           Tenant
shall pay Base Rent at the Hold Over Percentage, as hereinafter defined, of the highest rate of Base Rent payable during the Term,


 


(b)           Tenant
shall continue to pay to Landlord all additional rent, and


 


(c)            in
the event such hold over extends beyond thirty (30) days after the end of the Term, Tenant shall be liable for all damages, including
without limitation lost business and consequential damages, incurred by Landlord as a result of such holding over, Tenant hereby acknowledging
that Landlord may need the Premises after the end of the Term for other tenants and that the damages which Landlord may suffer as the
result of Tenant’s holding over cannot be determined as of the Execution Date. Nothing contained herein shall grant Tenant the right
to holdover after the expiration or earlier termination of the Term. The “Hold Over Percentage” shall be 150% for the
first sixty (60) days of such holdover, and 200% for any period of hold over after the first sixty (60) days. Nothing contained herein
shall grant Tenant the right to holdover after the expiration or earlier termination of the Term.


 


21.4        Warranties.
Tenant hereby assigns to Landlord any warranties in effect on the last day of the Term with respect to any fixtures and Alterations installed
in the Premises. Tenant shall provide Landlord with copies of any such warranties prior to the expiration of the Term (or, if the Lease
is earlier terminated, within five (5) days thereafter).


 


22.            MORTGAGEE
RIGHTS


 


22.1        Subordination.
Tenant’s rights and interests under this Lease shall be (i) subject and subordinate to any ground lease, overleases, mortgage,
deed of trust, or similar instrument covering the Premises, the Building and/or the Land and to all advances, modifications, renewals,
replacements, and extensions thereof (each of the foregoing, a “Mortgage”) so long as the applicable Mortgagee and
Tenant execute an SNDA, as hereinafter defined, or (ii) if any Mortgagee elects, prior to the lien of any present or future Mortgage.
Tenant further shall attorn to and recognize any successor landlord, whether through foreclosure or otherwise, as if the successor landlord
were the originally named landlord. The provisions of this Section 22.1 shall be self-operative and no further instrument shall be
required to effect such subordination or attornment; however, Tenant agrees to execute, acknowledge and deliver such instruments, confirming
such subordination and attornment in such form as shall be requested by any such holder within fifteen (15) days of request therefor.


 






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Landlord agrees to use reasonable efforts to obtain
an SNDA, as hereinafter defined, from the holder of any future mortgage which affects the Property. An “SNDA” shall
be defined as a subordination, non-disturbance and attornment agreement on the standard form of SNDA then being used by the holder of
the Mortgage in question, with such commercially reasonable modifications as may be requested by Tenant.


 


22.2            Notices.
Tenant shall give each Mortgagee the same notices given to Landlord concurrently with the notice to Landlord, and each Mortgagee shall
have a reasonable opportunity thereafter to cure a Landlord default, and Mortgagee’s curing of any of Landlord’s default shall
be treated as performance by Landlord.


 


22.3            Mortgagee
Consent. Tenant acknowledges that, where applicable, any consent or approval hereafter given
by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such Mortgagee to give such
consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord’s
withholding its consent or approval.


 


22.4            Mortgagee
Liability. Tenant acknowledges and agrees that if any Mortgage shall be foreclosed, (a) the
liability of the Mortgagee and its successors and assigns shall exist only so long as such Mortgagee or purchaser is the owner of the
Premises, and such liability shall not continue or survive after further transfer of ownership; and (b) subject to the last sentence
of this Section 22.4, such Mortgagee and its successors or assigns shall not be (i) liable for any act or omission of any prior
lessor under this Lease; (ii) liable for the performance of Landlord’s covenants pursuant to the provisions of this Lease which
arise and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; (iii) subject
to any offsets or defense which Tenant may have at any time against Landlord; (iv) bound by any base rent or other sum which Tenant
may have paid previously for more than one (1) month; or (v) liable for the performance of any covenant of Landlord under this
Lease which is capable of performance only by the original Landlord. Notwithstanding the foregoing: (x) nothing shall relieve any
Mortgagee, purchaser at foreclosure, or grantee of a deed in lieu of foreclosure from: (i) any liability which it has as Landlord
under the Lease from and after the date (the “Succession Date”) which it succeeds to Landlord’s interest
under the Lease, and (y) any obligation which Landlord has to perform repairs or maintenance under the Lease based upon the fact
that the need for such repairs or maintenance first arose after the Succession Date.


 


23.            QUIET
ENJOYMENT.


 


Landlord covenants that so long as Tenant keeps
and performs each and every covenant, agreement, term, provision and condition herein contained on the part and on behalf of Tenant to
be kept and performed, Tenant shall peaceably and quietly hold, occupy and enjoy the Premises during the Term from and against the claims
of all persons lawfully claiming by, through or under Landlord subject, nevertheless, to the covenants, agreements, terms, provisions
and conditions of this Lease, any matters of record or of which Tenant has knowledge and to any Mortgage to which this Lease is subject
and subordinate, as hereinabove set forth.


 






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24.            NOTICES.


 


Any notice, consent, request, bill, demand or statement
hereunder (each, a “Notice”) by either party to the other party shall be in writing and shall be deemed to have been
duly given when either delivered by hand or by nationally recognized overnight courier (in either case with evidence of delivery or refusal
thereof) addressed as follows:


 


	If to Landlord:	
    PPF OFF 828-830 WINTER STREET, LLC

    c/o King Street Properties

    800 Boylston Street, Suite 1570

    Boston, MA 02199

    Attention: Stephen D. Lynch

	 	 
	With a copy to:	
    Morgan Stanley

    585 Broadway, 37th Floor

    New York, NY 10036

    Attention: Jennie P. Friend

    [**]

	 	 
	And to:	
    Goulston & Storrs PC

    400 Atlantic Avenue

    Boston, MA 02110

    Attention: King Street

	 	 
	If to Tenant:	
    Akrevia Therapeutics Inc.

    610 Main Street

    Cambridge, MA 02139

    Attn: Joe Farmer



 


Notwithstanding the foregoing, any notice from
Landlord to Tenant regarding ordinary business operations (e.g., exercise of a right of access to the Premises, maintenance activities,
invoices, etc.) may also be given by written notice delivered by email to those parties listed in Section 2.4. Either party
may at any time change the address or specify an additional address for such Notices by delivering or mailing, as aforesaid, to the other
party a notice stating the change and setting forth the changed or additional address, provided such changed or additional address is
within the United States. Notices shall be effective upon the date of receipt or refusal thereof.


 


25.            MISCELLANEOUS


 


25.1            Separability.
If any provision of this Lease or portion of such provision or the application thereof to any person or circumstance is for any reason
held invalid or unenforceable, the remainder of this Lease (or the remainder of such provision) and the application thereof to other persons
or circumstances shall not be affected thereby.


 






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25.2        Captions.
The captions are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this
Lease nor the intent of any provisions thereof.


 


25.3        Broker.
Tenant and Landlord each warrants and represents that it has dealt with no broker in connection with the consummation of this Lease other
than Colliers International and CBRE (collectively, the “Broker”). Tenant and Landlord each agrees to defend, indemnify
and save the other harmless from and against any Claims arising in breach of the representation and warranty set forth in the immediately
preceding sentence. Landlord shall be solely responsible for the payment of any brokerage commissions to Broker.


 


25.4        Entire
Agreement. This Lease, Lease Summary Sheet and Exhibits 1-12 attached hereto and incorporated
herein contain the entire and only agreement between the parties and any and all statements and representations, written and oral, including
previous correspondence and agreements between the parties hereto, are merged herein. Tenant acknowledges that all representations and
statements upon which it relied in executing this Lease are contained herein and that Tenant in no way relied upon any other statements
or representations, written or oral. This Lease may not be modified orally or in any manner other than by written agreement signed by
the parties hereto.


 


25.5        Governing
Law. This Lease is made pursuant to, and shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts and any applicable local municipal rules, regulations, by-laws, ordinances and the
like.


 


25.6        Representation
of Authority. By his or her execution hereof, each of the signatories on behalf of the respective
parties hereby warrants and represents to the other that he or she is duly authorized to execute this Lease on behalf of such party. Upon
Landlord’s request, Tenant shall provide Landlord with evidence that any requisite resolution, corporate authority and any other
necessary consents have been duly adopted and obtained.


 


25.7        Expenses
Incurred by Landlord Upon Tenant Requests.


 


(a)            Tenant
shall, upon demand, reimburse Landlord for all reasonable expenses, including, without limitation, legal fees, incurred by Landlord in
connection with all requests by Tenant for consents, approvals or execution of collateral documentation related to this Lease, including,
without limitation, costs incurred by Landlord in the review and approval of Tenant’s plans and specifications in connection with
proposed Alterations to be made by Tenant to the Premises or in connection with requests by Tenant for Landlord’s consent to make
a Transfer. Such costs shall be deemed to be additional rent under this Lease.


 


(b)            Notwithstanding
the foregoing: (i) the amount of legal fees which Tenant is required to reimburse Landlord with respect to any Transfer shall not
exceed the Transfer Legal Fee Cap, as hereinafter defined, with respect to such Transfer, and (ii) with respect any request by Tenant
to review and approve Tenant’s plans and specifications with respect to any Alteration, Tenant shall only be required to reimburse
Landlord for third party consultants engaged by Landlord to review such plans and specifications as Landlord, in good faith determines
is necessary (e.g., reviews by structure engineers, MEP engineers, etc.). The “Transfer Legal Fees Cap” shall be defined
as $2,500.00, except that (a) the Transfer Legal Fees Cap shall increase by $500 every fifth (5th) anniversary of the Term Commencement
Date, and (b) the Transfer Legal Fees Cap shall not apply to Tenant’s request for Landlord’s approval of any sub-sublease
of any tier.


 






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(c)            In
the case of litigation or other legal proceeding between Landlord and Tenant relating to the provisions of this Lease or Tenant’s
occupancy of the Premises, the losing party shall, upon demand, reimburse the prevailing party for its reasonable costs of prosecuting
and/or defending such proceeding (including, without limitation, reasonable attorneys’ fees.


 


25.8        Survival.
Without limiting any other obligation of Tenant which may survive the expiration or prior termination of the Term, all obligations on
the part of Tenant to indemnify, defend, or hold Landlord harmless, as set forth in this Lease shall survive the expiration or prior termination
of the Term.


 


25.9        Limitation
of Liability.


 


(a)           Limitation
on Landlord’s Liability. Tenant shall neither assert nor seek to enforce any claim against Landlord or any of the Landlord Parties,
or the assets of any of the Landlord Parties, for breach of this Lease or otherwise, other than against Landlord’s interest in the
Building and in the uncollected rents, issues and profits thereof, and Tenant agrees to look solely to such interest for the satisfaction
of any liability of Landlord under this Lease. This Section 25.9 shall not limit any right that Tenant might otherwise have to obtain
injunctive relief against Landlord. Landlord and Tenant specifically agree that in no event shall any officer, director, trustee, employee
or representative of Landlord or any of the other Landlord Parties ever be personally liable for any obligation under this Lease, nor
shall Landlord or any of the other Landlord Parties be liable for consequential or incidental damages or for lost profits whatsoever in
connection with this Lease.


 


(b)           Limitation
on Tenant’s Liability. Landlord shall neither assert nor seek to enforce any claim against Tenant or any of the Tenant Parties
for breach of this Lease or otherwise, other than against the assets and property of Tenant, and Landlord agrees to look solely to such
assets and property for the satisfaction of any liability of Tenant or any Tenant Parties under this Lease. This Section 25.9(b) shall
not limit any right that Landlord might otherwise have to obtain injunctive relief against Tenant. Landlord and Tenant specifically agree
that in no event: (i) any officer, director, trustee, employee or representative of Tenant or any of the other Tenant Parties ever
be personally liable for any obligation under this Lease, and (ii) Tenant or any of the other Tenant Parties be liable for consequential
or incidental damages or for lost profits whatsoever in connection with this Lease, except that nothing in this Section 25.9(b) shall
limit or affect any liability or obligation which Tenant may have in the event of any breach by Tenant of its obligations under either
Section 17 (Hazardous Materials) or Section 21.3 (Holdover).


 


25.10      Binding
Effect. The covenants, agreements, terms, provisions and conditions of this Lease shall bind
and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party hereto
is named or referred to, except that no violation of the provisions of Article 13 hereof shall operate to vest any rights in any
successor or assignee of Tenant. A facsimile signature on this Lease shall be equivalent to, and have the same force and effect as, an
original signature.


 






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25.11      Landlord
Obligations upon Transfer. Upon any sale, transfer or other disposition of the Building,
Landlord shall be entirely freed and relieved from the performance and observance thereafter of all covenants and obligations hereunder
on the part of Landlord to be performed and observed, it being understood and agreed in such event (and it shall be deemed and construed
as a covenant running with the land) that the person succeeding to Landlord’s ownership of said reversionary interest shall thereupon
and thereafter assume, and perform and observe, any and all of such covenants and obligations of Landlord, except as otherwise agreed
in writing.


 


25.12      No
Grant of Interest. Tenant shall not grant any interest whatsoever in any fixtures within
the Premises or any item paid in whole or in part by Landlord’s Contribution or by Landlord.


 


25.13      Financial
Information. Tenant shall deliver to Landlord, within thirty (30) days after Landlord’s
reasonable request (which request may be made no more often than one time every twelve (12) month period provided that such limitation
shall not apply in the event of a sale or financing of any of Landlord’s interest in the Lease or the Premises), Tenant’s
most recently completed balance sheet and related statements of income, shareholder’s equity and cash flows statements (audited
if available) reviewed by an independent certified public accountant and certified by an officer of Tenant as being true and correct in
all material respects. Any such financial information may be relied upon by any actual or potential lessor, purchaser, or mortgagee of
the Property or any portion thereof.


 


25.14      OFAC
Certification. As an inducement to Landlord to enter into this lease, Tenant hereby represents
and warrants that: (i) Tenant is not, nor is it owned or Controlled directly or, to Tenant’s knowledge, indirectly by, any
person, group, entity or nation named on any list issued by the Office of Foreign Assets Control of the United States Department of the
Treasury pursuant to Executive Order 13224 or any similar list or any law, order, rule or regulation or any Executive Order of the
President of the United States as a terrorist, “Specially Designated National and Blocked Person” or other banned or blocked
person (any such person, group, entity or nation being hereinafter referred to as a “Prohibited Person”); (ii) Tenant
is not (nor is it owned, Controlled, directly or, to Tenant’s knowledge, indirectly, by any person, group, entity or nation which
is) acting directly or, to Tenant’s knowledge, indirectly for or on behalf of any Prohibited Person; and (iii) neither Tenant
(nor any person, group, entity or nation which owns or Controls Tenant, directly or, to Tenant’s knowledge, indirectly) has conducted
or will conduct business or has engaged or will engage in any transaction or dealing with any Prohibited Person, including without limitation
any assignment of this lease or any subletting or all or any portion of the Premises or the making or receiving of any contribution or
funds, goods or services to or for the benefit of a Prohibited Person. In connection with the foregoing, it is expressly understood and
agreed that (x) any breach by Tenant of the foregoing representations and warranties shall be an Event of Default, and (y) the
representations, warranties and covenants contained in this Section 25.14 shall be continuing in nature and shall survive the expiration
or earlier termination of this Lease.


 






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25.15      Confidentiality.
Tenant acknowledges and agrees that the terms of this Lease are confidential. Disclosure of the terms hereof could adversely affect the
ability of Landlord to negotiate other leases with respect to the Building and may impair Landlord’s relationship with other tenants
of the Building. Tenant shall not disclose the terms and conditions of this Lease (“Landlord Confidential Information”)
to any other person or entity without the prior written consent of Landlord, which may be given or withheld by Landlord, in Landlord’s
sole discretion, except as required for financial disclosures or securities filings, as required by the order of any court or public body
with authority over Tenant, or in connection with any litigation between Landlord and Tenant with respect to this Lease or to Tenant’s
partners, officers, directors, employees, brokers, attorneys, or as may be required as part of any financing or Tenant’s normal
course of business, provided that any recipient from Tenant of Landlord Confidential Information is required by Tenant to keep Landlord’s
Confidential Information confidential in accordance with the terms of this Section 25.15. It is understood and agreed that damages
alone would be an inadequate remedy for the breach of this provision by Tenant, and Landlord shall also have the right to seek specific
performance of this provision and to seek injunctive relief to prevent its breach or continued breach.


 


25.16      Force
Majeure. Other than for Tenant’s obligations under this Lease that can be performed
by the payment of money (e.g., payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action
to be taken by either party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation
of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, acts of terrorism, governmental
laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the control of such party (collectively
 “Force Majeure”). In no event shall financial inability of a party be deemed to be Force Majeure.


 


25.17      LEED
Guidelines. Tenant acknowledges and agrees that the Building is LEED Certified, and Landlord
has provided Tenant with a copy of the LEED Guidelines attached hereto as Exhibit 12, Tenant shall comply with such reasonable
rules and regulations as Landlord may require in order to maintain such status, provided the same shall not materially adversely
affect Tenant’s rights or increase Tenant’s obligations under this Lease.


 


[SIGNATURES ON FOLLOWING PAGE]


 






    PAGE 56


     


    

 


IN WITNESS WHEREOF the parties hereto have executed
this Lease as a sealed instrument as of the Execution Date.


 


LANDLORD


 


PPF OFF 828-830 WINTER STREET, LLC,


 


a Delaware limited liability company


 


By: PPF MASS REIT, LLC, a Delaware

limited liability company, its Sole Member


 


By: PPF OP, LP, a Delaware limited

partnership, its Sole Partner


 


By: PPF OPGP, LLC, a Delaware

limited liability company, its

General Partner


 


By: Prime Property Fund, LLC,

a Delaware limited liability company,

its Sole Member


 


By: Morgan Stanley Real Estate

Advisor, Inc., a Delaware

corporation, its Investment Adviser


 


		By:	/s/ Matthew Miller	 



 


Name: Matthew Miller


 


Title: Vice President


 


TENANT


 


AKREVIA THERAPEUTICS INC.,


a Delaware corporation By:


 


	By:	/s/ Joseph Farmer	 



 


Name: Joseph Farmer


 


Title: COO


 






    PAGE 57


     


    

 


EXHIBIT 1


 


RENT SCHEDULE—OPTION 1 AND OPTION 2


 


OPTION 1

BASE RENT:


 


	Year	 	 	Premises	 	 	Rent/SF	 	 	Annual Total	 	 	Monthly	 
	1	 	 	 	27,829	 	 	$	55.00	 	 	$	1,530,595.00	 	 	$	127,549.58	 
	2	 	 	 	27,829	 	 	$	56.65	 	 	$	1,576,512.85	 	 	$	131,376.07	 
	3	 	 	 	27,829	 	 	$	58.35	 	 	$	1,623,822.15	 	 	$	135,318.51	 
	4	 	 	 	27,829	 	 	$	60.10	 	 	$	1,672,522.90	 	 	$	139,376.91	 
	5	 	 	 	27,829	 	 	$	61.90	 	 	$	1,722,615.10	 	 	$	143,551.26	 
	6	 	 	 	27,829	 	 	$	63.76	 	 	$	1,774,377.04	 	 	$	147,864.75	 
	7	 	 	 	27,829	 	 	$	65.67	 	 	$	1,827,530.43	 	 	$	152,294.20	 
	8	 	 	 	27,829	 	 	$	67.64	 	 	$	1,882,353.56	 	 	$	156,862,80	 
	9	 	 	 	27,829	 	 	$	69.67	 	 	 	1,938,846.43	 	 	$	161,570.54	 
	10	 	 	 	27,829	 	 	$	72.76	 	 	$	1,997,009.04	 	 	$	166,417.42	 



 


OPTION 2

BASE RENT:


 


	Year	 	 	Premises	 	 	Rent/SF	 	 	Annual Total	 	 	Monthly	 
	1	 	 	 	27,829	 	 	$	55.75	 	 	$	1,551,466.75	 	 	$	129,288.90	 
	2	 	 	 	27,829	 	 	$	57.42	 	 	$	1,597,941.18	 	 	$	133,161.77	 
	3	 	 	 	27,829	 	 	$	59.14	 	 	$	1,645,807.06	 	 	$	137,150.59	 
	4	 	 	 	27,829	 	 	$	60.91	 	 	$	1,695,064.39	 	 	$	141,255.37	 
	5	 	 	 	27,829	 	 	$	62.74	 	 	$	1,745,991.46	 	 	$	145,499.29	 
	6	 	 	 	27,829	 	 	$	64.62	 	 	$	1,798,309.98	 	 	$	149,859.17	 
	7	 	 	 	27,829	 	 	$	66.56	 	 	$	1,852,298.24	 	 	$	154,358.19	 
	8	 	 	 	27,829	 	 	$	68.56	 	 	$	1,907,956.24	 	 	$	158,996.35	 
	9	 	 	 	27,829	 	 	$	70.62	 	 	$	1,965,283.98	 	 	$	163,773.67	 
	10	 	 	 	27,829	 	 	$	72.74	 	 	$	2,024,281.46	 	 	$	168,690.12	 



 





EXHIBIT 1, PAGE 1