EX-10.1



 Exhibit 10.1 
  

 
  

LEASE 
 by and between 

BMR-AXIOM LP, 
 a Delaware limited
partnership 
 and 
 IGNYTA,
INC., 
 a Delaware corporation 
  

 
  

BioMed Realty form dated 7/19/15 







 Table of Contents 
  


							
	1.	  	 Lease of Premises
	  	 	1	  
			
	2.	  	 Basic Lease Provisions
	  	 	2	  
			
	3.	  	 Term
	  	 	4	  
			
	4.	  	 Possession and Commencement Date
	  	 	5	  
			
	5.	  	 Condition of Premises
	  	 	7	  
			
	6.	  	 Rentable Area
	  	 	8	  
			
	7.	  	 Rent
	  	 	9	  
			
	8.	  	 Rent Adjustments
	  	 	10	  
			
	9.	  	 Operating Expenses
	  	 	10	  
			
	10.	  	 Taxes on Tenant’s Property
	  	 	15	  
			
	11.	  	 Security Deposit
	  	 	16	  
			
	12.	  	 Use
	  	 	18	  
			
	13.	  	 Rules and Regulations, CC&Rs, Parking Facilities and Common Area
	  	 	20	  
			
	14.	  	 Project Control by Landlord
	  	 	21	  
			
	15.	  	 Quiet Enjoyment
	  	 	22	  
			
	16.	  	 Utilities and Services
	  	 	22	  
			
	17.	  	 Alterations
	  	 	26	  
			
	18.	  	 Repairs and Maintenance
	  	 	29	  
			
	19.	  	 Liens
	  	 	31	  
			
	20.	  	 Estoppel Certificate
	  	 	31	  
			
	21.	  	 Hazardous Materials
	  	 	32	  
			
	22.	  	 Odors and Exhaust
	  	 	35	  
			
	23.	  	 Insurance; Waiver of Subrogation
	  	 	36	  
			
	24.	  	 Damage or Destruction
	  	 	39	  
			
	25.	  	 Eminent Domain
	  	 	41	  
			
	26.	  	 Surrender
	  	 	42	  
			
	27.	  	 Holding Over
	  	 	43	  
			
	28.	  	 Indemnification and Exculpation
	  	 	43	  
			
	29.	  	 Assignment or Subletting
	  	 	44	  
			
	30.	  	 Subordination and Attornment
	  	 	48	  
			
	31.	  	 Defaults and Remedies
	  	 	49	  
			
	32.	  	 Bankruptcy
	  	 	54	  


  
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	33.	  	 Brokers
	  	 	55	  
			
	34.	  	 Definition of Landlord
	  	 	55	  
			
	35.	  	 Limitation of Landlord’s Liability
	  	 	55	  
			
	36.	  	 Joint and Several Obligations
	  	 	56	  
			
	37.	  	 Representations
	  	 	56	  
			
	38.	  	 Confidentiality
	  	 	57	  
			
	39.	  	 Notices
	  	 	57	  
			
	40.	  	 Miscellaneous
	  	 	57	  
			
	41.	  	 Rooftop Installation Area
	  	 	60	  
			
	42.	  	 Options to Extend Term
	  	 	61	  
			
	43.	  	 Right of First Refusal
	  	 	63	  
			
	44.	  	 New Lease
	  	 	64	  
			
	45.	  	 Lease Amendment
	  	 	64	  


  
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 LEASE 

THIS LEASE (this “Lease”) is entered into as of this
16th day of October, 2015 (the “Execution Date”), by and between BMR-AXIOM LP, a Delaware limited partnership (“Landlord”), and IGNYTA, INC., a Delaware
corporation (“Tenant”). 
 RECITALS 

A.        WHEREAS, Landlord owns certain real property (the
“Property”) and the improvements on the Property located at 4535, 4545 and 4550 Towne Centre Court, San Diego, California, known as “Towne Centre Court”; and 

B.        WHEREAS, Landlord wishes to lease to Tenant, and Tenant desires to lease
from Landlord, (i) certain premises (the “4545 Premises”) comprising the entire building located at 4545 Towne Centre Court, San Diego, California (the “4545 Building”), and (ii) certain premises (the
“4535 Premises,” and, together with the 4545 Premises, the “Premises”) comprising a portion of the first (1st) floor and the entire second (2nd) floor of the building located at 4535 Towne Centre Court, San Diego, California (the “4535 Building”), pursuant to the terms and conditions of this Lease, as detailed below;
and 
 C.        WHEREAS, the 4545 Building and the 4535 Building are, individually
and collectively (as the context may require), referred to herein as the “Building.” 
 AGREEMENT 

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

1.          Lease of Premises. 

1.1      Effective on the Term Commencement Date (as defined below), Landlord hereby leases to
Tenant, and Tenant hereby leases from Landlord, (a) the 4545 Premises, as shown on Exhibit A attached hereto, including exclusive shafts, cable runs, mechanical spaces and rooftop areas, and (b) the 4535 Premises, as shown on
Exhibit A attached hereto, in each case for use by Tenant in accordance with the Permitted Use (as defined below) and no other uses. The Property and all landscaping, parking facilities, private drives and other improvements and appurtenances
related thereto, including the Building and other buildings located on the Property, are hereinafter collectively referred to as the “Project.” All portions of the Project that are for the non-exclusive use of tenants of the Project
generally, including driveways, sidewalks, parking areas, landscaped areas, public restrooms, public lobbies and the Amenities Center (as defined below), are hereinafter referred to as “Common Area.” Landlord shall not have the
right to relocate the Premises during the Term of this Lease. 
 1.2.      As a component of
the Landlord Work, Landlord shall develop an amenities facility serving the Project (the “Amenities Center”), which shall include certain amenities for the Project selected by Landlord (such as a café, conference area and/or
fitness center). Any such amenities shall be referred to herein as the “Amenities Center Services.” Upon completion 







 
of the Amenities Center, the Rentable Area of the Premises under this Lease (for all purposes including, without limitation, the calculation of Base Rent) shall be increased by an amount equal to
Tenant’s Pro Rata Share of Project multiplied by the square footage of the Amenities Center (excluding any square footage of the Amenities Center used for a café); provided, however, that, for purposes of making such calculation,
the square footage of the Amenities Center (including any square footage of the Amenities Center used for a café) shall not exceed 10,000 square feet. Tenant shall, within five (5) business days after Landlord’s request, enter into
an amendment to this Lease to reflect the addition of the Amenities Center and the resulting increase in the Rentable Area of the Premises and Base Rent under this Lease. 

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

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

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

			
	Definition or Provision	  	  

Means the Following

(As of the Term Commencement Date)

 

	  

Approximate Rentable Area of 4545 Premises
  
	  	62,472 square feet
	  

Approximate Rentable Area of 4545 Building
  
	  	62,472 square feet
	  

Approximate Rentable Area of 4535 Premises
  
	  	32,674 square feet
	  

Approximate Rentable Area of 4535 Building
  
	  	41,924 square feet
	  

Approximate Rentable Area of Project
  
	  	182,866 square feet
	  

Tenant’s Pro Rata Share of 4545 Building
  
	  	100%
	  

Tenant’s Pro Rata Share of 4535 Building
  
	  	77.94%
	  

Tenant’s Pro Rata Share of Project
  
	  	52.03%

  

2.3.      Initial monthly and annual installments of Base Rent for the Premises (“Base
Rent”) as of the Term Commencement Date, subject to adjustment under this Lease: 

  
 2 









									
	 Dates

 
	 	  

Square Feet

of Rentable

Area
  
	 	
Base Rent per Square
Foot of Rentable Area

 
	 	
Monthly
Base Rent
  
	 	
Annual Base
Rent
  

	  

Months 1 - 8

 
	 	95,146	 	$0.00 monthly	 	N/A	 	N/A
	  

Months 9 - 12

 
	 	95,146	 	$3.58 monthly	 	$340,622.68  	 	$4,087,472.16  

  

2.4.      Estimated Term Commencement Date:  October 21, 2016 

2.5.      Estimated Term Expiration Date:  October 20, 2026 

2.6.      Security Deposit: $340,622.68 

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

2.8.      Address for Rent Payment: 

 

			
		 	 BMR-Axiom LP
 Attention Entity 694

P.O. Box 511415
 Los Angeles, California 90051-7970


 2.9.      Address for Notices to Landlord: 

 

			
		 	 BMR-Axiom LP
 17190 Bernardo Center Drive

San Diego, California 92128
 Attn: Real Estate Legal
Department


 2.10.    Address for Notices to Tenant: 

 

			
		 	 Ignyta, Inc.
 4545 Towne Centre Court

San Diego, California 92122
 Attn: Legal Department


 2.11.    Address for Invoices to Tenant: 

 

			
		 	 Ignyta, Inc.
 4545 Towne Centre
Court



  
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		 	 San Diego, California 92122
 Attn: Accounts
Payable


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

			
	Exhibit A	  	Premises
	Exhibit A-1	  	Landlord Work Plans
	Exhibit B	  	Work Letter
	Exhibit B-1	  	Tenant Work Insurance Schedule
	Exhibit C	  	Acknowledgement of Term Commencement Date and Term Expiration Date
	Exhibit D	  	Pre-Commencement Landlord Work Plans
	Exhibit E	  	Form of Letter of Credit
	Exhibit F	  	Rules and Regulations
	Exhibit G	  	Form of Additional TI Allowance Acceptance Letter
	Exhibit H	  	Tenant’s Personal Property
	Exhibit I	  	Form of Estoppel Certificate
	Exhibit J	  	Coast 9 Amendment

 3.          Term.  The actual term of this
Lease (as the same may be extended pursuant to Article 42 hereof, and as the same may be earlier terminated in accordance with this Lease, the “Term”) shall commence on the actual Term Commencement Date (as defined in
Article 4) and end on the date (the “Term Expiration Date”) that is one hundred twenty (120) months after the actual Term Commencement Date, subject to extension or earlier termination of this Lease as provided herein.
TENANT HEREBY WAIVES THE REQUIREMENTS OF SECTION 1933 OF THE CALIFORNIA CIVIL CODE, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. 

3.1      Tenant shall have the one-time option to terminate this Lease (the “Termination
Option”) effective as of the date that is seventy-two (72) months after the Term Commencement Date (such date, the “Termination Date”) by providing Landlord no less than twelve (12) months’ prior written
notice (the “Termination Notice”); provided, however, that Tenant shall be permitted to exercise the Termination Option as to (a) all of Tenant’s then-current Premises in the 4545 Building, (b) all of
Tenant’s then-current Premises in the 4535 Building or (c) all of Tenant’s then-current Premises under this Lease; provided, further, that, by delivering a Termination Notice, Tenant shall be deemed to have elected clause
(c) above unless Tenant expressly states in the Termination Notice that Tenant is electing to exercise the Termination Option only as to the portion of the Premises described in clause (a) or (b) above. The specific Premises that
Tenant elects (or is deemed to have elected) to terminate pursuant to the Termination Option shall be referred to herein as the “Termination Premises.” As consideration for and a condition precedent to such early termination, Tenant
shall (x) deliver to Landlord an amount equal to fifty percent (50%) of the Termination Fee (as defined below) simultaneously with delivery of the Termination Notice, and (y) deliver to Landlord an amount equal to fifty percent
(50%) of the Termination Fee on or before the Termination Date. The “Termination Fee” means an amount equal to (aa) an amount equal to two (2) months of the then-current Base Rent for the Termination Premises, plus (bb)
the unamortized amounts (as of the Termination Date) of (i) the portion of the TI Allowance (as defined below) applicable to the Termination Premises and (ii) all leasing commissions paid by Landlord in connection with this Lease that are


  
 4 








 
reasonably allocable to the Termination Premises (which amounts in Subsections 3.1(bb)(i) and (ii) shall be calculated by amortizing the same at zero percent (0%) per annum
commencing on the Term Commencement Date and ending on the Term Expiration Date), plus (cc) the unamortized amounts (as of the Termination Date) of (i) any tenant improvement allowances granted to Tenant in connection with space added to the
Termination Premises after the Execution Date (any such space, “Additional Termination Space”) and (ii) all leasing commissions paid by Landlord in connection with Tenant’s lease of any Additional Termination Space (which
amounts in Subsections 3.1(cc)(i) and (ii) shall, with respect to each Additional Termination Space, be calculated by amortizing the same at zero percent (0%) per annum commencing on the commencement date of Tenant’s lease
with respect to such Additional Termination Space and ending on the Term Expiration Date with respect to such Additional Termination Space). If Tenant fails to timely deliver to Landlord the Termination Notice or the Termination Fee, then the
Termination Option shall automatically terminate and be of no further force or effect. If Tenant timely delivers to Landlord the Termination Notice and the Termination Fee, then Tenant shall surrender the Termination Premises to Landlord on or
before the Termination Date in accordance with all of the terms and conditions of this Lease. If Tenant does not so surrender the Termination Premises in accordance with all of the terms and conditions of this Lease on or before the Termination
Date, then Tenant, pursuant to Article 27, shall become a tenant at sufferance with respect to the Termination Premises until the actual date that Tenant surrenders the Termination Premises to Landlord in accordance with the terms and
conditions of this Lease. If Tenant timely delivers to Landlord the Termination Notice and the Termination Fee, then this Lease shall terminate with respect to the Termination Premises on the Termination Date, and shall thereafter be of no further
force or effect with respect to the Termination Premises, except for those provisions that, by their express terms, survive the expiration or earlier termination of this Lease. Notwithstanding anything in this Section to the contrary, Tenant shall
not be permitted to exercise the Termination Option during such period of time that Tenant is in default under any provision of this Lease beyond any applicable notice or cure period. Any attempted exercise of the Termination Option during a period
of time in which Tenant is so in default beyond applicable notice or cure periods shall be void and of no force or effect. The Termination Option is personal to Ignyta, Inc. and may not be exercised by any assignee, sublessee or transferee of this
Lease except by an assignee of this Lease that is a Tenant’s Affiliate (as defined below) pursuant to an Exempt Transfer (as defined below). 

4.          Possession and Commencement Date. 

4.1.      Landlord shall use commercially reasonable efforts to tender possession of the
Premises to Tenant on the Estimated Term Commencement Date, with (a) the work (the “Pre-Commencement Landlord Work”) described on Exhibit D attached hereto (the “Pre-Commencement Landlord Work Plans”)
Substantially Complete, and (b) the work (the “Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter”) Substantially Complete. Tenant
agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (w) this Lease shall not be void or voidable, (x) Landlord shall not be liable to Tenant for any loss
or damage resulting therefrom, (y) the Term Expiration Date shall be extended accordingly and (z) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Adjusted Share of Operating Expenses (as defined below)
until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial  

  
 5 








 
Completion” means (aa) with respect to the Pre-Commencement Landlord Work, that the Pre-Commencement Landlord Work is substantially complete in accordance with the Pre-Commencement
Landlord Work Plans, except for minor punchlist items that do not materially adversely affect Tenant’s use or occupancy of the Premises, and (bb) with respect to the Tenant Improvements, that the Tenant Improvements are substantially complete
in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items that do not materially adversely affect Tenant’s use or occupancy of the Premises, and that a temporary certificate of occupancy (or its
functional equivalent) has been issued for the Premises. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a
day-for-day basis as a result of Force Majeure (as defined below). 
 4.2.      The
“Term Commencement Date” shall be the day Landlord tenders possession of the Premises to Tenant with the Pre-Commencement Landlord Work and the Tenant Improvements Substantially Complete. If possession is delayed by action of
Tenant, then the Term Commencement Date shall be the date that the Term Commencement Date would have occurred but for such delay. Tenant shall execute and deliver to Landlord written acknowledgment of the actual Term Commencement Date and the Term
Expiration Date within ten (10) days after Tenant takes occupancy of the Premises, in the form attached as Exhibit C hereto. Failure to execute and deliver such acknowledgment, however, shall not affect the Term Commencement Date or
Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or other similar governmental licensing of the Premises required for the Permitted Use by Tenant shall not serve to extend the
Term Commencement Date. 
 4.3.      Landlord shall endeavor to permit Tenant to enter upon
the Premises prior to the Term Commencement Date for the purpose of installing improvements or the placement of personal property; provided, however, that, prior to any such entry, Tenant shall furnish to Landlord evidence satisfactory to
Landlord in advance that insurance coverages required of Tenant under the provisions of Article 23 are in effect, and such entry shall be subject to all the terms and conditions of this Lease other than the payment of Base Rent or
Tenant’s Adjusted Share of Operating Expenses (as defined below); and provided, further, that if the Term Commencement Date is delayed due to such early access, then the Term Commencement Date shall be the date that the Term Commencement
Date would have occurred but for such delay. 
 4.4.      Landlord shall, at Landlord’s
sole cost and expense, cause the work (the “Landlord Work”) described on Exhibit A-1 attached hereto (the “Landlord Work Plans”) to be constructed at the Project. For purposes of clarity, the Landlord
Work includes the Pre-Commencement Landlord Work. 
 4.5.      Landlord shall cause the Tenant
Improvements to be constructed in the Premises pursuant to the Work Letter at a cost to Landlord not to exceed Thirteen Million Three Hundred Twenty Thousand Four Hundred Forty Dollars ($13,320,440) (the “Base TI Allowance”) plus
(b) if properly requested by Tenant pursuant to this Section, One Million Four Hundred Twenty-Seven Thousand One Hundred Ninety Dollars ($1,427,190) (the “Additional TI Allowance”), for a total of Fourteen Million Seven Hundred
Forty-Seven Thousand Six Hundred Thirty Dollars ($14,747,630). The Base TI Allowance, together with the Additional TI Allowance (if properly 

  
 6 








 
requested by Tenant pursuant to this Article), shall be referred to herein as the “TI Allowance.” The TI Allowance may be applied to the costs of (m) construction,
(n) project management by Landlord (which fee shall equal three percent (3%) of the cost of the Tenant Improvements, including the Base TI Allowance and, if used by Tenant, the Additional TI Allowance), (o) commissioning of
mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Landlord, and review of such party’s commissioning report by a licensed, qualified commissioning agent hired by Tenant, (p) space planning
(including any test fit plans), architect, engineering and other related services performed by third parties unaffiliated with Tenant, (q) building permits and other taxes, fees, charges and levies by Governmental Authorities (as defined below)
for permits or for inspections of the Tenant Improvements, and (r) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (w) payments to Tenant or any affiliates of Tenant,
(x) the purchase of any furniture, personal property or other non-building system equipment (provided, however, that Tenant shall be entitled to use up to ten percent (10%) of the Base TI Allowance toward furniture, fixtures,
equipment, data cabling and IT infrastructure), (y) costs resulting from any default by Tenant of its obligations under this Lease or (z) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).
In no event shall the TI Allowance (aa) be used to correct any non-compliance with Applicable Laws outside of the Building or (bb) be passed through to Tenant as an Operating Expense. 

4.6.      Tenant shall have until the date that is six (6) months after the Term
Commencement Date (the “TI Deadline”) to expend the unused portion of the TI Allowance, after which date Landlord’s obligation to fund such costs shall expire. In no event shall any unused TI Allowance entitle Tenant to a
credit against Rent payable under this Lease. Base Rent shall be increased to include the amount of the Additional TI Allowance disbursed by Landlord in accordance with this Lease amortized over the initial Term at a rate of eight percent
(8%) annually. The amount by which Base Rent shall be increased shall be determined (and Base Rent shall be increased accordingly) as of the Term Commencement Date and, if such determination does not reflect use by Tenant of all of the
Additional TI Allowance, shall be determined again as of the TI Deadline, with Tenant paying (on the next succeeding day that Base Rent is due under this Lease (the “TI True-Up Date”)) any underpayment of the further adjusted Base
Rent for the period beginning on the Term Commencement Date and ending on the TI True-Up Date. 

4.7.      Landlord shall not be obligated to expend any portion of the Additional TI Allowance
until Landlord shall have received from Tenant a letter in the form attached as Exhibit G hereto executed by an authorized officer of Tenant. 

4.8.      Notwithstanding anything to the contrary in this Lease, if Substantial Completion has
not occurred by the date that is twelve (12) months after the Execution Date (the “Outside Date”), then Tenant shall be entitled to receive one (1) day of Base Rent abatement for each day thereafter that Substantial
Completion has not occurred; provided, however, that the Outside Date shall be subject to extension on a day-for-day basis as a result of (a) Force Majeure and (b) any delay caused by any action or inaction of Tenant. 

5.          Condition of Premises.   Tenant acknowledges that neither
Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, 

  
 7 








 
the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is
fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for
Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to the Landlord Work and the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI
Allowance. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and
satisfactory condition and repair. 
 5.1       Notwithstanding anything to the contrary,
Landlord shall deliver the Premises to Tenant on the Term Commencement Date (x) with the roof of the Building in good condition and repair, (y) with the heating, ventilating, air conditioning, electrical, lighting and plumbing systems
serving the Premises (the “Building Systems”) in good working order, condition and repair, and (z) in compliance with all Applicable Laws ((x), (y) and (z), collectively, “Landlord’s Delivery
Obligation”). 
 5.2       In the event that Landlord fails to satisfy
Landlord’s Delivery Obligation, and Tenant delivers written notice to Landlord (“Repair Notice”) on or before the date that is twelve (12) months after the Term Commencement Date (such date, the “Repair Notice
Date”) detailing the nature of such failure, then Landlord shall, at Landlord’s sole cost and expense and as Tenant’s sole and exclusive remedy for such failure, promptly make any repairs reasonably necessary to correct such
failure (but only to the extent that Landlord reasonably determines that the failure described in the Repair Notice constitutes an actual failure of Landlord’s Delivery Obligation); provided, however, if the Repair Notice relates to an
item that was installed by Landlord as part of the Landlord Work or the Tenant Improvements (any such item, a “New Item”), then Landlord shall have no obligation to repair such New Item and Tenant’s sole and exclusive remedy
for Landlord’s failure to satisfy Landlord’s Delivery Obligation with respect to such New Item shall be that Landlord will permit Tenant to enforce any manufacturers’ warranties held by Landlord for such New Item. Landlord shall not
have any obligations or liabilities in connection with a failure to satisfy Landlord’s Delivery Obligation except to provide the express remedies set forth in the immediately preceding grammatical sentence in connection with a failure
identified by Tenant in a Repair Notice delivered to Landlord on or before the Repair Notice Date. 

5.3       For the sake of clarity, in no event shall anything in this Article 5 be
construed to relieve Tenant of any costs or obligations related to the normal operation, repairs and maintenance of the relevant systems and equipment that are the subject of Landlord’s Delivery Obligation. 

6.          Rentable Area. 

6.1.      The term “Rentable Area” shall reflect such areas as reasonably
calculated by Landlord’s architect, as the same may be reasonably adjusted from time to time by Landlord in consultation with Landlord’s architect to reflect changes to the Premises, the Building or the Project, as applicable. 

  
 8 








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

6.3.      The term “Rentable Area,” when applied to the Premises, is that area
equal to the usable area of the Premises, plus an equitable allocation of Rentable Area within each Building that is not then utilized or expected to be utilized as usable area, including that portion of the Building devoted to corridors, equipment
rooms, restrooms, elevator lobby, atrium and mailroom. 
 6.4.      The Rentable Area of the
Project is the total Rentable Area of all buildings within the Project. 
 6.5.      Review of
allocations of Rentable Areas as between tenants of the Building and the Project shall be made as frequently as Landlord deems appropriate, including in order to facilitate an equitable apportionment of Operating Expenses (as defined below). If such
review is by a licensed architect and allocations are certified by such licensed architect as being correct, then Tenant shall be bound by such certifications. 

7.          Rent. 

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

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

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

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

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

9.          Operating Expenses. 

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

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

(b)       All other costs of any kind paid or incurred by Landlord in connection with the
operation or maintenance of the Building and the Project (including the Amenities Center), which shall include Project office rent at fair market rental for a commercially reasonable amount of space for Project management personnel, to the extent an
office used for Project operations is maintained at the Project, plus customary expenses for such office, fair market rent for the portion of the Amenities Center used in providing the Amenities Center Services, and costs of repairs and replacements
to improvements within the Project as appropriate to maintain the Project as required hereunder, including costs of funding such reasonable reserves as Landlord, consistent with good business practice, may establish to provide for future repairs and
replacements; costs of utilities furnished to the Common Area; sewer fees; 

  
 10 








 
cable television; trash collection; cleaning, including windows (including those of the Amenities Center); heating, ventilation and air-conditioning; wall and window repair costs; waterproofing
costs; maintenance of landscaping and grounds; snow removal; maintenance of drives and parking areas; maintenance of the roof; security services and devices; building supplies; maintenance or replacement of equipment utilized for operation and
maintenance of the Project; license, permit and inspection fees; sales, use and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Building or Project systems and equipment;
telephone, postage, stationery supplies and other expenses incurred in connection with the operation, maintenance or repair of the Project; accounting, legal and other professional fees and expenses incurred in connection with the Project; costs of
furniture, draperies, carpeting, landscaping supplies, snow removal and other customary and ordinary items of personal property provided by Landlord for use in Common Area or in the Project office; capital expenditures; costs of complying with
Applicable Laws (except to the extent such costs are incurred to remedy non-compliance as of the Execution Date with Applicable Laws); costs to keep the Project in compliance with, or costs or fees otherwise required under or incurred pursuant to
any CC&Rs (as defined below), including condominium fees; insurance premiums, including premiums for commercial general liability, property casualty, earthquake, terrorism and environmental coverages; portions of insured losses paid by Landlord
as part of the deductible portion of a loss pursuant to the terms of insurance policies; service contracts; costs of services of independent contractors retained to do work of a nature referenced above; and costs of compensation (including
employment taxes and fringe benefits) of all persons who perform regular and recurring duties connected with the day-to-day operation and maintenance of the Project, its equipment, the adjacent walks, landscaped areas, drives and parking areas,
including janitors, floor waxers, window washers, watchmen, gardeners, sweepers, plow truck drivers, handymen, and engineering/maintenance/facilities personnel. 

(c)       Notwithstanding the foregoing, Operating Expenses shall not include any net
income, franchise, capital stock, estate or inheritance taxes, or taxes that are the personal obligation of Tenant or of another tenant of the Project; any leasing commissions; expenses that relate to preparation of rental space for a tenant;
expenses of initial development and construction, including grading, paving, landscaping and decorating (as distinguished from maintenance, repair and replacement of the foregoing); costs incurred by Landlord with respect to the Landlord Work; legal
expenses relating to other tenants; costs of repairs to the extent reimbursed by payment of insurance proceeds received by Landlord; interest upon loans to Landlord or secured by a mortgage or deed of trust covering the Project or a portion thereof
(provided that interest upon a government assessment or improvement bond payable in installments shall constitute an Operating Expense under Subsection 9.1(a)); salaries of executive officers of Landlord; depreciation claimed by
Landlord for tax purposes (provided that this exclusion of depreciation is not intended to delete from Operating Expenses actual costs of repairs and replacements and reasonable reserves in regard thereto that are provided for in
Subsection 9.1(b)); taxes that are excluded from Operating Expenses by the last sentence of Subsection 9.1(a); costs or expenses incurred in connection with the financing or sale of the Project or any portion thereof; costs expressly
excluded from Operating Expenses elsewhere in this Lease or that are charged to or paid by Tenant under other provisions of this Lease; professional fees and disbursements and other costs and expenses related to the ownership (as opposed to the use,
occupancy, operation, maintenance or repair) of the Project; and any item that, if included in Operating Expenses, would involve a double collection for such item by 

  
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Landlord. To the extent that Tenant uses more than Tenant’s Pro Rata Share of any item of Operating Expenses, Tenant shall pay Landlord for such excess in addition to Tenant’s
obligation to pay Tenant’s Pro Rata Share of Operating Expenses (such excess, together with Tenant’s Pro Rata Share, “Tenant’s Adjusted Share”). 

9.2.      Tenant shall pay to Landlord on the first day of each calendar month of the Term, as
Additional Rent, (a) the Property Management Fee (as defined below), (b) [Intentionally omitted] and (c) Landlord’s estimate of Tenant’s Adjusted Share of Operating Expenses with respect to the Building and the Project, as
applicable, for such month. 
  (w)      The “Property Management Fee”
shall equal three percent (3%) of Base Rent due from Tenant. Tenant shall pay the Property Management Fee in accordance with Section 9.2 with respect to the entire Term, including any extensions thereof or any holdover periods,
regardless of whether Tenant is obligated to pay Base Rent, Operating Expenses or any other Rent with respect to any such period or portion thereof. For the first eight (8) months of the Term, the Property Management Fee shall be calculated as
if Tenant were paying Three Hundred Forty Thousand Six Hundred Twenty-Two and 68/100 Dollars ($340,622.68) per month for Base Rent. 

 (x)      [Intentionally omitted] 

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

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

9.3.      Landlord may, from time to time, modify Landlord’s calculation and allocation
procedures for Operating Expenses, so long as such modifications produce Dollar results substantially consistent with Landlord’s then-current practice at the Project. Landlord or an affiliate(s) of Landlord currently own other property(ies)
adjacent to the Project or its neighboring properties (collectively, “Neighboring Properties”). In connection with Landlord performing services for the Project pursuant to this Lease, similar services may be performed by the same
vendor(s) for Neighboring Properties. In such a case, Landlord shall reasonably allocate to each Building and the Project the costs for such services based upon the ratio that the square footage of the Building or the Project (as applicable) bears
to the total square footage of all of the Neighboring Properties or buildings within the Neighboring Properties for which the services are performed, unless the scope of the services performed for any building or property


  
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(including the Building and the Project) is disproportionately more or less than for others, in which case Landlord shall equitably allocate the costs based on the scope of the services being
performed for each building or property (including the Building and the Project). Since the Project consists of multiple buildings, certain Operating Expenses may pertain to a particular building(s) and other Operating Expenses to the Project as a
whole. Landlord reserves the right in its sole discretion to allocate any such costs applicable to any particular building within the Project to such building, and other such costs applicable to the Project to each building in the Project (including
the Building), with the tenants in each building being responsible for paying their respective proportionate shares of their buildings to the extent required under their leases. Landlord shall allocate such costs to the buildings (including the
Building) in a reasonable, non-discriminatory manner, and such allocation shall be binding on Tenant. 

9.4.      Notwithstanding anything to the contrary in this Lease, the aggregate Controllable
Operating Expenses (as defined below) shall not increase by more than five percent (5%) in any calendar year over the amount of Controllable Operating Expenses actually charged to Tenant for the immediately preceding calendar year (the
“Cap”), beginning with the 2018 calendar year’s Operating Expenses (i.e., comparing 2017 to 2018 (on a prorated basis, if necessary)). For the avoidance of doubt, the Cap shall apply to each year of the Term beginning with the
calendar year 2018, so that Controllable Operating Expenses for calendar year 2018 shall not exceed one hundred five percent (105%) of Controllable Operating Expenses actually charged for calendar year 2017 (on a prorated basis, if necessary),
Controllable Operating Expenses for calendar year 2019 shall not exceed one hundred five percent (105%) of Controllable Operating Expenses actually charged for 2018, etc. “Controllable Operating Expenses” means all Operating
Expenses except property taxes and assessments, capital expenditures that are reasonably required, costs for repairs and maintenance (excluding preventative maintenance), utility charges, insurance charges, costs of services provided under a union
contract, payments under covenants, conditions and restrictions or to an owners’ association and costs associated with repairs due to casualty, vandalism or other cause outside of Landlord’s reasonable control. 

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

9.6.      Operating Expenses for the calendar year in which Tenant’s obligation to share
therein commences and for the calendar year in which such obligation ceases shall be prorated on a basis reasonably determined by Landlord. Expenses such as taxes, assessments and 

  
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insurance premiums that are incurred for an extended time period shall be prorated based upon the time periods to which they apply so that the amounts attributed to the Premises relate in a
reasonable manner to the time period wherein Tenant has an obligation to share in Operating Expenses. 

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

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

9.9.      Landlord’s annual statement shall be final and binding upon Tenant unless Tenant,
within thirty (30) days after Tenant’s receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the reasons therefor; provided that Tenant shall in all events pay the
amount specified in Landlord’s annual statement, pending the results of the Independent Review and determination of the Accountant(s), as applicable and as each such term is defined below. If, during such thirty (30)-day period, Tenant
reasonably and in good faith questions or contests the correctness of Landlord’s statement of Tenant’s Adjusted Share of Operating Expenses, Landlord shall provide Tenant with reasonable access to Landlord’s books and records to the
extent relevant to determination of Operating Expenses, and such information as Landlord reasonably determines to be responsive to Tenant’s written inquiries. In the event that, after Tenant’s review of such information, Landlord and
Tenant cannot agree upon the amount of Tenant’s Adjusted Share of Operating Expenses, then Tenant shall have the right to have an independent public accounting firm hired by Tenant on an hourly basis and not on a contingent-fee basis (at
Tenant’s sole cost and expense) and approved by Landlord (which approval Landlord shall not unreasonably withhold or delay) audit and review (the “Independent Review”) such of Landlord’s books and records for the year in
question as directly relate to the determination of Operating Expenses for such year (“Books and Records”), but not Books and Records of entities other than Landlord. Landlord shall make such Books and Records available at the
location where Landlord maintains them in the ordinary course of its business. Landlord need not provide copies of any Books and Records; provided, however, that Landlord shall (at Tenant’s sole cost and expense) provide copies of any
specific documents within the Books and Records reasonably requested by Tenant’s independent accounting firm in connection with the Independent Review. Tenant shall commence the Independent Review within fifteen (15) days after the date
Landlord has given Tenant access to Landlord’s books and records for the Independent Review. Tenant shall complete the Independent Review and notify Landlord in writing of Tenant’s specific objections to Landlord’s calculation of
Operating Expenses (including Tenant’s accounting firm’s written statement of the basis, nature and amount of each proposed adjustment) no later than sixty (60) days after 

  
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Landlord has first given Tenant access to Landlord’s books and records for the Independent Review. Landlord shall review the results of any such Independent Review. The parties shall
endeavor to agree promptly and reasonably upon Operating Expenses taking into account the results of such Independent Review. If, as of the date that is sixty (60) days after Tenant has submitted the Independent Review to Landlord, the parties
have not agreed on the appropriate adjustments to Operating Expenses, then the parties shall engage a mutually agreeable independent third party accountant with at least ten (10) years’ experience in commercial real estate accounting in
the San Diego area (the “Accountant”). If the parties cannot agree on the Accountant, each shall within ten (10) days after such impasse appoint an Accountant (different from the accountant and accounting firm that conducted
the Independent Review) and, within ten (10) days after the appointment of both such Accountants, those two Accountants shall select a third (which cannot be the accountant and accounting firm that conducted the Independent Review). If either
party fails to timely appoint an Accountant, then the Accountant the other party appoints shall be the sole Accountant. Within ten (10) days after appointment of the Accountant(s), Landlord and Tenant shall each simultaneously give the
Accountants (with a copy to the other party) its determination of Operating Expenses, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Accountants shall
by majority vote select either Landlord’s or Tenant’s determination of Operating Expenses. The Accountants may not select or designate any other determination of Operating Expenses. The determination of the Accountant(s) shall bind the
parties. If the parties agree or the Accountant(s) determine that the Operating Expenses actually paid by Tenant for the calendar year in question exceeded Tenant’s obligations for such calendar year, then Landlord shall, at Tenant’s
option, either (a) credit the excess to the next succeeding installments of estimated Additional Rent or (b) pay the excess to Tenant within thirty (30) days after delivery of such results. If the parties agree or the Accountant(s)
determine that Tenant’s payments of Operating Expenses for such calendar year were less than Tenant’s obligation for the calendar year, then Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such
results. If the Independent Review reveals or the Accountant(s) determine that the Operating Expenses billed to Tenant by Landlord and paid by Tenant to Landlord for the applicable calendar year in question exceeded by more than five percent
(5%) what Tenant should have been billed during such calendar year, then Landlord shall pay the reasonable cost of the Independent Review and the reasonable cost of the Accountant(s). In all other cases Tenant shall pay the cost of the
Independent Review and the Accountant(s). 
  

	10.	 Taxes on Tenant’s Property. 



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

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

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


	11.	 Security Deposit. 



11.1.    Tenant shall deposit with Landlord on or before the Execution Date the sum set forth in
Section 2.6 (the “Security Deposit”), which sum shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant
during the period commencing on the Execution Date and ending upon the expiration or termination of Tenant’s obligations under this Lease. If Tenant Defaults (as defined below) with respect to any provision of this Lease, including any
provision relating to the payment of Rent, then Landlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any Rent or any other sum in default, or to compensate Landlord for any other
loss or damage that Landlord may suffer by reason of Tenant’s default. If any portion of the Security Deposit is so used or applied, then Tenant shall, within ten (10) days following demand therefor, deposit cash with Landlord in an amount
sufficient to restore the Security Deposit to its original amount, and Tenant’s failure to do so shall be a material breach of this Lease. The provisions of this Article shall survive the expiration or earlier termination of this Lease. TENANT
HEREBY WAIVES THE REQUIREMENTS OF SECTION 1950.7 OF THE CALIFORNIA CIVIL CODE, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. 

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

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

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

  
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 11.5.      If the Security Deposit shall be in
cash, Landlord shall hold the Security Deposit in an account at a banking organization selected by Landlord; provided, however, that Landlord shall not be required to maintain a separate account for the Security Deposit, but may intermingle
it with other funds of Landlord. Landlord shall be entitled to all interest and/or dividends, if any, accruing on the Security Deposit. Landlord shall not be required to credit Tenant with any interest for any period during which Landlord does not
receive interest on the Security Deposit. 
 11.6.      The Security Deposit may be in the
form of cash, a letter of credit or any other security instrument acceptable to Landlord in its sole discretion. Tenant may at any time, except when Tenant is in Default (as defined below), deliver a letter of credit (the “L/C
Security”) as the entire Security Deposit, as follows: 
 (a)        If
Tenant elects to deliver L/C Security, then Tenant shall provide Landlord, and maintain in full force and effect throughout the Term and until the date that is six (6) months after the then-current Term Expiration Date, a letter of credit in
the form of Exhibit E issued by an issuer reasonably satisfactory to Landlord, in the amount of the Security Deposit, with an initial term of at least one year. Landlord may require the L/C Security to be re-issued by a different issuer at
any time during the Term if Landlord reasonably believes that the issuing bank of the L/C Security is or may soon become insolvent; provided, however, Landlord shall return the existing L/C Security to the existing issuer immediately upon receipt of
the substitute L/C Security. If any issuer of the L/C Security shall become insolvent or placed into FDIC receivership, then Tenant shall immediately deliver to Landlord (without the requirement of notice from Landlord) substitute L/C Security
issued by an issuer reasonably satisfactory to Landlord, and otherwise conforming to the requirements set forth in this Article. As used herein with respect to the issuer of the L/C Security, “insolvent” shall mean the determination of
insolvency as made by such issuer’s primary bank regulator (i.e., the state bank supervisor for state chartered banks; the OCC or OTS, respectively, for federally chartered banks or thrifts; or the Federal Reserve for its member banks).
If, at the Term Expiration Date, any Rent remains uncalculated or unpaid, then (i) Landlord shall with reasonable diligence complete any necessary calculations, (ii) Tenant shall extend the expiry date of such L/C Security from time to
time as Landlord reasonably requires and (iii) in such extended period, Landlord shall not unreasonably refuse to consent to an appropriate reduction of the L/C Security. Tenant shall reimburse Landlord’s legal costs in handling
Landlord’s acceptance of L/C Security or its replacement or extension. 

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

(c)        Landlord may draw upon the L/C Security, and hold and apply the proceeds
in the same manner and for the same purposes as the Security Deposit, if (i) an uncured Default (as defined below) exists, (ii) as of the date thirty (30) days before any L/C Security expires (even if such scheduled expiry date is
after the Term Expiration Date) Tenant has not delivered to Landlord an amendment or replacement for such L/C Security, reasonably satisfactory to Landlord, extending the expiry date to the earlier of (1) six (6) months after the
then-current Term Expiration Date or (2) the date one year after the then-current expiry date of the L/C Security, (iii) the L/C Security provides for automatic renewals, Landlord asks the issuer


  
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to confirm the current L/C Security expiry date, and the issuer fails to do so within ten (10) business days, (iv) Tenant fails to pay (when and as Landlord reasonably requires) any
bank charges for Landlord’s transfer of the L/C Security or (v) the issuer of the L/C Security ceases, or announces that it will cease, to maintain an office in the city where Landlord may present drafts under the L/C Security (and fails
to permit drawing upon the L/C Security by overnight courier or facsimile). This Section does not limit any other provisions of this Lease allowing Landlord to draw the L/C Security under specified circumstances. 

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

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

 

	12.	 Use. 



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

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

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

12.4.    Tenant shall keep all doors opening onto public corridors closed, except when in use for ingress
and egress. 
 12.5.    No additional locks or bolts of any kind shall be placed upon any of the doors
or windows by Tenant, nor shall any changes be made to existing locks or the mechanisms thereof without Landlord’s prior written consent. Tenant shall, upon termination of this Lease, return to Landlord all keys to offices and restrooms either
furnished to or otherwise procured by Tenant. In the event any key so furnished to Tenant is lost, Tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it
necessary to make such change. 
 12.6.    No awnings or other projections shall be attached to any
outside wall of the Building. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises other than Landlord’s standard window coverings. Neither the interior nor
exterior of any windows shall be coated or otherwise sunscreened without Landlord’s prior written consent, nor shall any bottles, parcels or other articles be placed on the windowsills or items attached to windows that are visible from outside
the Premises. No equipment, furniture or other items of personal property shall be placed on any exterior balcony without Landlord’s prior written consent. 

12.7.    No sign, advertisement or notice (“Signage”) shall be exhibited, painted or
affixed by Tenant on any part of the Premises or the Building without Landlord’s prior written consent; provided, however, that Landlord shall not unreasonably withhold its consent to any Signage on the 4545 Building that complies with
Applicable Laws. Signage shall conform to Landlord’s design criteria. For any Signage, Tenant shall, at Tenant’s own cost and expense, (a) acquire all permits for such Signage in compliance with Applicable Laws and (b) design,
fabricate, install and maintain such Signage in a first-class condition. Tenant shall be responsible for reimbursing Landlord for costs incurred by Landlord in removing any of Tenant’s Signage upon the expiration or earlier termination of the
Lease. Interior signs on entry doors to the 4535 Premises and the 4545 Premises and the directory tablet in the 4535 Building and the 4545 Building shall be inscribed, painted or affixed for Tenant by Landlord at Tenant’s sole cost and expense,
and shall be of a size, color and type and be located in a place reasonably acceptable to Landlord. The directory tablet shall be provided exclusively for the display of the name and location of tenants only. Tenant shall not place anything on the
exterior of the corridor walls or corridor doors other than Landlord’s standard lettering. At Landlord’s option, Landlord may install any Tenant Signage, and Tenant shall pay all costs associated with such installation within thirty
(30) days after demand therefor. 
 12.8.    Tenant may only place equipment within the Premises
with floor loading consistent with the Building’s structural design unless Tenant obtains Landlord’s prior written 

  
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approval. Tenant may place such equipment only in a location designed to carry the weight of such equipment. 

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

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

12.11.  Notwithstanding any other provision herein to the contrary (but subject to Landlord’s Delivery
Obligation), Tenant shall be responsible for all liabilities, costs and expenses arising out of or in connection with the compliance of the Premises with the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., and any state and local
accessibility laws, codes, ordinances and rules (collectively, and together with regulations promulgated pursuant thereto, the “ADA”), and Tenant shall indemnify, save, defend (at Landlord’s option and with counsel reasonably
acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against Claims arising out of any such failure of the Premises to comply with the ADA. The Premises have not undergone inspection by a Certified Access Specialist (as
defined in California Civil Code Section 55.52). For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. The provisions of this Section shall survive the expiration
or earlier termination of this Lease. 
 12.12.  Tenant shall maintain temperature and humidity in the Premises in
accordance with ASHRAE standards at all times. 
  

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



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

  
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 13.2.    This Lease is subject to any recorded covenants,
conditions or restrictions on the Project or Property, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (the “CC&Rs”). Tenant shall comply with the CC&Rs. 

13.3.    Tenant shall have a non-exclusive, irrevocable license to use Tenant’s Pro Rata Share of
parking facilities serving the Project in common on an unreserved basis with other tenants of the Project during the Term at no additional cost. 

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

	14.	 Project Control by Landlord. 



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

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

14.4.    Landlord may, at any and all reasonable times during non-business hours (or during business
hours, if (a) with respect to Subsections 14.4(u) through 14.4(y), Tenant so requests, and (b) with respect to Subsection 14.4(z), if Landlord so requests), and upon twenty-four (24) hours’ prior notice
(which may be oral or by email to the office manager or other Tenant-designated individual at the Premises; but provided that no time restrictions shall apply or advance notice be required if an emergency necessitates immediate entry), enter
the Premises 

  
 21 








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

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

 

	16.	 Utilities and Services. 



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


  
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for any purpose other than placement of personal property as set forth in Section 4.3, then Tenant shall be responsible for the cost of utilities supplied to the Premises from such
earlier date of possession. 
 16.2.    Landlord shall not be liable for, nor shall any eviction of
Tenant result from, the failure to furnish any utility or service, whether or not such failure is caused by accidents; breakage; casualties (to the extent not caused by the party claiming Force Majeure); Severe Weather Conditions (as defined below);
physical natural disasters (but excluding weather conditions that are not Severe Weather Conditions); strikes, lockouts or other labor disturbances or labor disputes (other than labor disturbances and labor disputes resulting solely from the acts or
omissions of the party claiming Force Majeure); acts of terrorism; riots or civil disturbances; wars or insurrections; shortages of materials (which shortages are not unique to the party claiming Force Majeure); government regulations, moratoria or
other governmental actions, inactions or delays; failures by third parties to deliver gas, oil or another suitable fuel supply, or inability of the party claiming Force Majeure, by exercise of reasonable diligence, to obtain gas, oil or another
suitable fuel; or other causes beyond the reasonable control of the party claiming that Force Majeure has occurred (collectively, “Force Majeure”); or, to the extent permitted by Applicable Laws, Landlord’s negligence. In the
event of such failure, Tenant shall not be entitled to termination of this Lease or any abatement or reduction of Rent, nor shall Tenant be relieved from the operation of any covenant or agreement of this Lease. “Severe Weather
Conditions” means weather conditions that are materially worse than those that reasonably would be anticipated for the Property at the applicable time based on historic meteorological records. 

16.3.    Tenant shall pay for, prior to delinquency of payment therefor, any utilities and services that
may be furnished to the Premises during or, if Tenant occupies the Premises after the expiration or earlier termination of the Term, after the Term, beyond those utilities provided by Landlord, including telephone, internet service, cable television
and other telecommunications, together with any fees, surcharges and taxes thereon. Upon Landlord’s demand, utilities and services provided to the Premises that are separately metered shall be paid by Tenant directly to the supplier of such
utilities or services. 
 16.4.    Tenant shall not, without Landlord’s prior written consent, use
any device in the Premises (including data processing machines) that will in any way (a) increase the amount of ventilation, air exchange, gas, steam, electricity or water required or consumed in the Premises based upon Tenant’s Pro Rata
Share of the Project beyond the existing capacity of the Project usually furnished or supplied for the Permitted Use or (b) exceed Tenant’s Pro Rata Share of the Project’s capacity to provide such utilities or services. 

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

16.6.    [Intentionally omitted] 

  
 23 








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

16.8.    In the event that Tenant desires to include one or more generator(s) and transfer switch(es) as
part of the Tenant Improvements, Landlord shall, as part of the Tenant Improvements, install such generator(s) and transfer switch(es) and connect the same to the applicable Premises’ electrical panel (any such generator(s) and transfer
switch(es), individually and collectively (as the contect may require), the “Generator”). Landlord expressly disclaims any warranties with regard to the Generator or the installation thereof, including any warranty of
merchantability or fitness for a particular purpose. Landlord shall permit Tenant to enforce any manufacturers’ warranties for the Generator. Tenant shall keep in full force and effect during the Term (and occupancy by Tenant, if any, after
termination of the Lease) a commercially reasonable preventative maintenance contract for inspections and maintenance using a qualified, licensed, bonded service provider reasonably approved by Landlord. If requested in writing by Landlord (not more
often than two (2) times per calendar year), Tenant shall provide to Landlord copies of Generator maintenance contracts and Generator maintenance reports. In the event Landlord (in its reasonable discretion after reasonable notice to Tenant)
determines that Tenant is not properly maintaining, operating or repairing the Generator as required herein, Landlord (by written notice to Tenant) shall have the right (but not the obligation) to take over such obligations and Tenant shall pay
Landlord upon demand for the reasonable cost of performing such work as Additional Rent. Notwithstanding anything to the contrary in the Lease, Landlord shall have no liability, and Tenant shall have no right or remedy, on account of any
interruption, impairment or failure of the Generator; provided, however, that Landlord shall permit Tenant to enforce any manufacturers’ warranties for the Generator. 

16.9.    For the 4545 Premises (but subject to Landlord’s Delivery Obligation), Tenant shall
(a) maintain and operate the heating, ventilating and air conditioning systems (including, without limitation, the exhaust fume hoods) exclusively serving the 4545 Premises used for the Permitted Use only (“4545 HVAC”) and
(b) subject to Subsection 16.9(a), furnish 4545 HVAC as reasonably required (except as this Lease otherwise provides) for reasonably comfortable occupancy of the 4545 Premises twenty-four (24) hours a day, every day during the Term,
subject to casualty, eminent domain or as otherwise specified in this Article. Tenant shall keep in full force and effect during the Term (and occupancy by Tenant, if any, after termination of this Lease) a preventative maintenance contract for
quarterly, semi-annual, and annual 4545 HVAC inspections and maintenance using a qualified, licensed, bonded service provider 

  
 24 








 
reasonably approved by Landlord. Notwithstanding anything to the contrary in this Section (but subject to Landlord’s Delivery Obligation), Landlord shall have no liability, and Tenant shall
have no right or remedy, on account of any interruption or impairment in 4545 HVAC services. If requested in writing by Landlord, Tenant shall provide to Landlord copies of 4545 HVAC maintenance contracts and 4545 HVAC maintenance reports on a
quarterly basis. In the event Landlord determines that Tenant is not properly maintaining the 4545 HVAC, Landlord may take over the responsibilities in (a) and (b) above. Any reasonable costs or expenses incurred, or payments made by
Landlord as a result of Tenant failing to properly maintain the 4545 HVAC, shall be deemed to be Additional Rent payable by Tenant and collectible by Landlord as such. 

16.10.    For the 4535 Premises (and subject to Tenant’s obligations with respect to any 4535
Premises Dedicated Systems (as defined below)), Landlord shall (a) maintain and operate the 4535 Building’s base heating, ventilating and air conditioning systems systems used for the Permitted Use only (“4535 HVAC”) and
(b) subject to Subsection 16.10(a), furnish 4535 HVAC as reasonably required (except as this Lease otherwise provides) for reasonably comfortable occupancy of the 4535 Premises twenty-four (24) hours a day, every day during the
Term, subject to casualty, eminent domain or as otherwise specified in this Article. Notwithstanding anything to the contrary in this Section, Landlord shall have no liability, and Tenant shall have no right or remedy, on account of any interruption
or impairment in 4535 HVAC services for the 4535 Premises; provided that Landlord diligently endeavors to cure any such interruption or impairment. 

16.11.    Notwithstanding anything to the contrary in this Lease, any systems or equipment exclusively
servicing the 4535 Premises, including (without limitation) any supplemental heating, ventilating and air conditioning units (including all components thereof), exhaust fans, vacuum pumps or air compressors exclusively serving the 4535 Premises (any
such system, unit or component, a “4535 Premises Dedicated System”), shall be the sole responsibility of Tenant and Landlord shall have no obligations with respect thereto. Tenant shall, at its sole cost and expense, maintain and
keep any 4535 Premises Dedicated System in good condition and repair and shall otherwise be solely responsible for any repair, maintenance and/or replacement costs with respect to any such 4535 Premises Dedicated System. Tenant shall keep in full
force and effect during the Term (and occupancy by Tenant, if any, after termination of this Lease) a preventative maintenance contract for quarterly, semi-annual, and annual inspections and maintenance for each 4535 Premises Dedicated System (in
each case using a qualified, licensed, bonded service provider reasonably approved by Landlord). If requested in writing by Landlord, Tenant shall provide to Landlord copies of any 4535 Premises Dedicated System maintenance contracts and any 4535
Premises Dedicated System maintenance reports on a quarterly basis. In the event Landlord determines that Tenant is not properly maintaining a 4535 Premises Dedicated System, Landlord may take over Tenant’s responsibilities with respect to such
4535 Premises Dedicated System. Any costs or expenses incurred or payments made by Landlord as a result of Tenant failing to properly maintain a 4535 Premises Dedicated System, shall be deemed to be Additional Rent payable by Tenant within thirty
(30) days of receiving an invoice therefor. Notwithstanding anything to the contrary in this Lease, Landlord shall have no liability, and Tenant shall have no right or remedy, on account of any interruption or impairment with respect to any
4535 Premises Dedicated System. 

  
 25 








 16.12.  For any utilities serving the Premises for which Tenant is
billed directly by such utility provider, Tenant agrees to furnish to Landlord (a) any invoices or statements for such utilities within thirty (30) days after Tenant’s receipt thereof, (b) within thirty (30) days after
Landlord’s request, any other utility usage information reasonably requested by Landlord, and (c) within thirty (30) days after each calendar year during the Term, authorization to allow Landlord to access Tenant’s usage
information necessary for Landlord to complete an ENERGY STAR® Statement of Performance (or similar comprehensive utility usage report (e.g., related to Labs 21), if requested by Landlord) and
any other information reasonably requested by Landlord for the immediately preceding year; and Tenant shall comply with any other energy usage or consumption requirements required by Applicable Laws. Tenant shall retain records of utility usage at
the Premises, including invoices and statements from the utility provider, for at least sixty (60) months, or such other period of time as may be requested by Landlord. Tenant acknowledges that any utility information for the Premises, the
Building and the Project may be shared with third parties, including Landlord’s consultants and Governmental Authorities. In the event that Tenant fails to comply with this Section, Tenant hereby authorizes Landlord to collect utility usage
information directly from the applicable utility providers, and Tenant shall pay Landlord a fee of One Thousand Dollars ($1,000) per month to collect such utility usage information. In addition to the foregoing, Tenant shall comply with all
Applicable Laws related to the disclosure and tracking of energy consumption at the Premises. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 

 

	17.	 Alterations. 



17.1.    Tenant shall make no alterations, additions or improvements in or to the Premises or engage in any
construction, demolition, reconstruction, renovation or other work (whether major or minor) of any kind in, at or serving the Premises (“Alterations”) without Landlord’s prior written approval, which approval Landlord shall not
unreasonably withhold; provided, however, that, in the event any proposed Alteration affects (a) any structural portions of the Building, including exterior walls, the roof, the foundation or slab, foundation or slab systems (including
barriers and subslab systems) or the core of the Building, (b) the exterior of the Building or (c) any Building systems, including elevator, plumbing, HVAC, electrical, security, life safety and power, then Landlord may withhold its
approval in its sole and absolute discretion. Tenant shall, in making any Alterations, use only those architects, contractors, suppliers and mechanics of which Landlord has given prior written approval, which approval shall not be unreasonably
withheld. In seeking Landlord’s approval, Tenant shall provide Landlord, at least twenty (20) days in advance of any proposed construction, with plans, specifications, bid proposals, certified stamped engineering drawings and calculations
by Tenant’s engineer of record or architect of record (including connections to the Building’s structural system, modifications to the Building’s envelope, non-structural penetrations in slabs or walls, and modifications or tie-ins to
life safety systems), work contracts, requests for laydown areas and such other information concerning the nature and cost of the Alterations as Landlord may reasonably request. In no event shall Tenant use or Landlord be required to approve any
architects, consultants, contractors, subcontractors or material suppliers that Landlord reasonably believes could cause labor disharmony or may not have sufficient experience, in Landlord’s reasonable opinion, to perform work in an occupied
Class “A” laboratory research building and in lab areas. Notwithstanding the foregoing, Tenant may make strictly cosmetic changes to the Premises that do not require any permits or more than three
(3)

  
 26 








 
total contractors and subcontractors (“Cosmetic Alterations”) without Landlord’s consent; provided that (y) the cost of any Cosmetic Alterations does not exceed
Fifty Thousand Dollars ($50,000) in any one instance or One Hundred Thousand Dollars ($100,000) annually, (z) such Cosmetic Alterations do not (i) require any structural or other substantial modifications to the Premises, (ii) require
any changes to or adversely affect the Building systems, (iii) affect the exterior of the Building or (iv) trigger any requirement under Applicable Laws that would require Landlord to make any alteration or improvement to the Premises, the
Building or the Project. 
 17.2.    Tenant shall not construct or permit to be constructed partitions
or other obstructions that might interfere with free access to mechanical installation or service facilities of the Building or with other tenants’ components located within the Building, or interfere with the moving of Landlord’s
equipment to or from the enclosures containing such installations or facilities. 
 17.3.    Tenant
shall accomplish any work performed on the Premises or the Building in such a manner as to permit any life safety systems to remain fully operable at all times. 

17.4.    Any work performed on the Premises, the Building or the Project by Tenant or Tenant’s
contractors shall be done at such times and in such manner as Landlord may from time to time designate. Tenant covenants and agrees that all work done by Tenant or Tenant’s contractors shall be performed in full compliance with Applicable Laws.
Within thirty (30) days after completion of any Alterations (excluding Cosmetic Alterations), Tenant shall provide Landlord with complete “as built” drawing print sets and electronic CADD files on disc (or files in such other current
format in common use as Landlord reasonably approves or requires) showing any changes in the Premises, as well as a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or
affected mechanical, electrical and plumbing systems. Any such “as built” plans shall show the applicable Alterations as an overlay on the Building as-built plans; provided that Landlord provides the Building “as built”
plans to Tenant. 
 17.5.    Before commencing any Alterations, Tenant shall (a) give Landlord at
least twenty (20) days’ prior written notice of the proposed commencement of such work and the names and addresses of the persons supply labor or materials therefor so that Landlord may enter the Premises to post and keep posted thereon
and therein notices or to take any further action that Landlord may reasonably deem proper for the protection of Landlord’s interest in the Project and (b) shall, if required by Landlord, secure, at Tenant’s own cost and expense, a
completion and lien indemnity bond satisfactory to Landlord for such work. 
 17.6.    Tenant shall
repair any damage to the Premises caused by Tenant’s removal of any property from the Premises. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if such space were otherwise occupied by Tenant. The
provisions of this Section shall survive the expiration or earlier termination of this Lease. 

17.7.    The Premises plus any Alterations; Signage; Tenant Improvements; attached equipment, decorations,
fixtures and trade fixtures; movable laboratory casework and related appliances; and other additions and improvements attached to or built into the Premises made by 

  
 27 








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

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

17.9.    If Tenant shall fail to remove any of its property from the Premises prior to the expiration or
earlier termination of this Lease, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store such effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon
demand, any costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and without notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord
may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any expenses incident to the removal, storage and sale of such personal property. Notwithstanding anything to the
contrary, Tenant shall not be required to remove any of the initial Tenant Improvements upon the expiration or earlier termination of this Lease. 

17.10.  Tenant shall pay to Landlord an amount equal to three percent (3%) of the cost to Tenant of all
Alterations (excluding Cosmetic Alterations) to cover Landlord’s overhead and expenses for plan review, engineering review, coordination, scheduling and supervision thereof. For purposes of payment of such sum, Tenant shall submit to Landlord
copies of all bills, invoices and statements covering the costs of such charges, accompanied by payment to Landlord of the fee set forth in this Section. Tenant shall reimburse Landlord for any extra expenses incurred by Landlord by reason of faulty
work done by Tenant or its contractors, or by reason of delays caused by such work, or by reason of inadequate clean-up. 

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

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

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

	18.	 Repairs and Maintenance. 



18.1.      Landlord’s Repair and Maintenance.    Landlord shall
repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); and exterior
walls. In addition, for the 4535 Building only, Landlord shall maintain the 4535 HVAC (pursuant to Section 16.10 above), plumbing, fire sprinkler systems (if any) and electrical systems installed or furnished by Landlord;
provided, however, that Tenant shall be solely responsible for all 4535 Premises Dedicated Systems. 

18.2.      Tenant’s Repair and Maintenance. 

18.2.1    4535 Premises.    Except for services of Landlord, if any, required
by Section 18.1, Tenant shall at Tenant’s sole cost and expense maintain the 4535 Premises Dedicated Systems (pursuant to Section 16.11 above) and maintain and keep the 4535 Premises and every part thereof in good
condition and repair, damage thereto from ordinary wear and tear excepted, and shall, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. 

18.2.2    4545 Premises.    Except for services of Landlord, if any, required
by Section 18.1, Tenant shall at Tenant’s sole cost and expense maintain and keep the 4545 Premises and every part thereof (including, without limitation, all Building Systems) in good condition and repair, damage thereto from
ordinary wear and tear excepted, and shall, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Without limiting the generality of the foregoing,
Tenant shall, at Tenant’s sole cost and expense, (a) maintain the Generator for the 4545 Premises in accordance with all of the terms, conditions, provisions and agreements set forth in Section 16.8 above, (b) maintain the
4545 HVAC in accordance with all of the terms, conditions, provisions and agreements set forth in Section 16.9 above, and (c) hire (i) a licensed elevator contractor to regularly and periodically (not less frequently than every
three (3) months) inspect and perform required maintenance on the elevator(s) serving the 4545 Premises, (ii) a licensed fire alarm contractor to regularly and periodically (not less frequently than every three (3) months) inspect and
perform required maintenance on the fire alarm equipment and systems serving the 4545 Premises, (iii) a licensed sprinkler inspection contractor to regularly and periodically (not less frequently than every three (3) months) inspect and
perform required maintenance on the sprinkler equipment and systems serving the 4545 Premises, (iv) a backflow inspection contractor to regularly and periodically (not less frequently than every three (3) months) inspect and perform
required maintenance on the backflow equipment and systems serving the 4545 Premises, (v) a licensed BMS contractor to regularly and periodically (not less frequently than every three (3) months) inspect and perform required maintenance on
the BMS equipment and systems serving the 4545 Premises, (vi) a licensed chemical water treatment contractor to regularly and periodically (not less frequently than every three (3) months) inspect and perform required maintenance on the
chemical water treatment equipment and systems serving the 4545 Premises, (vii) a licensed pure water treatment contractor to regularly and 

  
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periodically (not less frequently than every three (3) months) inspect and perform required maintenance on the pure water treatment equipment and systems serving the 4545 Premises,
(viii) an air compressor and vacuum pump contractor to regularly and periodically (not less frequently than every three (3) months) inspect and perform required maintenance on the air compressor and vacuum pump equipment and systems
serving the 4545 Premises, and (ix) a licensed electrical maintenance contractor to regularly and periodically (not less frequently than every three (3) months) inspect and perform required maintenance on the electrical equipment and
systems serving the 4545 Premises. 
 18.3.    Notwithstanding anything to the contrary, if Tenant shall
fail, after fifteen (15) days’ written notice, to (a) hire the contractors (or cause such contractors to perform the inspections and maintenance) required under Section 18.2 above or (b) perform any maintenance or to
make, or to commence and thereafter to proceed with diligence to make, any repair required of it with respect to the Premises pursuant to the terms of the Lease, Landlord, without being under any obligation to do so and without thereby waiving such
default by Tenant, may hire such contractors, perform such maintenance or make such repair and may charge Tenant for the reasonable costs thereof. Any expense reasonably incurred by Landlord in connection therewith may be billed by Landlord to
Tenant monthly or, at Landlord’s option, immediately, and shall be due and payable within thirty (30) days after such billing or, at Landlord’s option, may be deducted from the Security Deposit. 

18.4.    Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to
Landlord in as good a condition as when received, ordinary wear and tear excepted; and shall, at Landlord’s request and Tenant’s sole cost and expense, remove all telephone and data systems, wiring and equipment from the Premises, and
repair any damage to the Premises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than pursuant to the terms and provisions of the Work Letter or as
otherwise described in Exhibit A-1. 
 18.5.    Landlord shall not be liable for any failure to
make any repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or
maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense. 

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

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

  
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 18.8.    Costs incurred by Landlord pursuant to this Article
shall constitute Operating Expenses, except for any such costs that were incurred solely due to the gross negligence or willful misconduct of Landlord. 
  

	19.	 Liens. 



19.1.    Subject to the immediately succeeding sentence, Tenant shall keep the Premises, the Building and
the Project free from any liens arising out of work or services performed, materials furnished to or obligations incurred by Tenant. Tenant further covenants and agrees that any mechanic’s or materialman’s lien filed against the Premises,
the Building or the Project for work or services claimed to have been done for, or materials claimed to have been furnished to, or obligations incurred by Tenant shall be discharged or bonded by Tenant within ten (10) days after the filing
thereof, at Tenant’s sole cost and expense. 
 19.2.    Should Tenant fail to discharge or bond
against any lien of the nature described in Section 19.1, Landlord may, at Landlord’s election, pay such claim or post a statutory lien bond or otherwise provide security to eliminate the lien as a claim against title, and Tenant
shall immediately reimburse Landlord for the costs thereof as Additional Rent. Tenant shall indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and
against any Claims arising from any such liens, including any administrative, court or other legal proceedings related to such liens. 

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

20.        Estoppel Certificate.    Tenant shall, within ten (10) days
after receipt of written notice from Landlord, execute, acknowledge and deliver a statement in writing substantially in the form attached to this Lease as Exhibit I, or on any other form reasonably requested by a current or proposed Lender or
encumbrancer or proposed purchaser, (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect)
and the dates to which rental and other charges are paid in advance, if any, (b) acknowledging that there are not, to 

  
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Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, and (c) setting forth such further information with respect
to this Lease or the Premises as may be reasonably requested thereon. Any such statements may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Property. Tenant’s failure to deliver any such statement
within such the prescribed time shall, at Landlord’s option, constitute a Default (as defined below) under this Lease, and, in any event, shall be binding upon Tenant that the Lease is in full force and effect and without modification except as
may be represented by Landlord in any certificate prepared by Landlord and delivered to Tenant for execution. 
  

	21.	 Hazardous Materials. 



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

  
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acceptable to Tenant) and hold the Tenant Parties harmless from and against any and all Claims resulting from the presence of Hazardous Materials at the Project in violation of Applicable Laws as
of the Execution Date, unless placed at the Project by a Tenant Party, and (b) reimburse Tenant for any out-of-pocket costs incurred by Tenant (and approved in advance by Landlord) to remediate Hazardous Materials at the Project in violation of
Applicable Laws as of the Execution Date , unless such Hazardous Materials were placed at the Project by a Tenant Party. 

21.2.    Landlord acknowledges that it is not the intent of this Article to prohibit Tenant from operating
its business for the Permitted Use. Tenant may operate its business according to the custom of Tenant’s industry so long as the use or presence of Hazardous Materials is strictly and properly monitored in accordance with Applicable Laws. As a
material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord (a) a list identifying each type of Hazardous Material to be present at the Premises that is
subject to regulation under any environmental Applicable Laws, (b) a list of any and all approvals or permits from Governmental Authorities required in connection with the presence of such Hazardous Material at the Premises and (c) correct
and complete copies of (i) notices of violations of Applicable Laws related to Hazardous Materials and (ii) plans relating to the installation of any storage tanks to be installed in, on, under or about the Project (provided that
installation of storage tanks shall only be permitted after Landlord has given Tenant its written consent to do so, which consent Landlord may withhold in its sole and absolute discretion) and closure plans or any other documents required by any and
all Governmental Authorities for any storage tanks installed in, on, under or about the Project for the closure of any such storage tanks (collectively, “Hazardous Materials Documents”). Tenant shall deliver to Landlord updated
Hazardous Materials Documents, within thirty (30) days after receipt of a written request therefor from Landlord, not more often than once per year, unless (m) there are any changes to the Hazardous Materials Documents or (n) Tenant
initiates any Alterations or changes its business, in either case in a way that involves any material increase in the types or amounts of Hazardous Materials. For each type of Hazardous Material listed, the Hazardous Materials Documents shall
include (t) the chemical name, (u) the material state (e.g., solid, liquid, gas or cryogen), (v) the concentration, (w) the storage amount and storage condition (e.g., in cabinets or not in cabinets), (x) the use amount and
use condition (e.g., open use or closed use), (y) the location (e.g., room number or other identification) and (z) if known, the chemical abstract service number. Notwithstanding anything in this Section to the contrary, Tenant shall not
be required to provide Landlord with any documents containing information of a proprietary nature, unless such documents contain a reference to Hazardous Materials or activities related to Hazardous Materials. Landlord may, at Landlord’s
expense, cause the Hazardous Materials Documents to be reviewed by a person or firm qualified to analyze Hazardous Materials to confirm compliance with the provisions of this Lease and with Applicable Laws. In the event that a review of the
Hazardous Materials Documents indicates non-compliance with this Lease or Applicable Laws, Tenant shall, at its expense, diligently take steps to bring its storage and use of Hazardous Materials into compliance. Notwithstanding anything in this
Lease to the contrary or Landlord’s review into Tenant’s Hazardous Materials Documents or use or disposal of hazardous materials, however, Landlord shall not have and expressly disclaims any liability related to Tenant’s or other
tenants’ use or disposal of Hazardous Materials, it being acknowledged by Tenant that Tenant is best suited to evaluate the safety and efficacy of its Hazardous Materials usage and procedures. 

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

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

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

21.6.    Tenant shall promptly report to Landlord any actual or suspected presence of mold or water
intrusion at the Premises. 
 21.7.    Tenant’s obligations under this Article shall survive the
expiration or earlier termination of the Lease. During any period of time needed by Tenant or Landlord after the termination of this Lease to complete the removal from the Premises of any such Hazardous Materials, Tenant shall be deemed a holdover
tenant and subject to the provisions of Article 27. 
 21.8.    As used herein, the term
“Hazardous Material” means any toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous substance, material or waste that is or becomes regulated by Applicable Laws or any
Governmental Authority. 
 21.9.    Notwithstanding anything to the contrary in this Lease, Landlord
shall have sole control over the equitable allocation of fire control areas (as defined in the Uniform Building Code as adopted by the city or municipality(ies) in which the Project is located (the “UBC”)) within the Project for the
storage of Hazardous Materials. Notwithstanding anything to the contrary in this Lease, the quantity of Hazardous Materials allowed by this Section is specific to Tenant and shall not run with the Lease in the event of a Transfer (as defined in
Article 29). In the event of a Transfer, if the use of Hazardous Materials by such new tenant (“New Tenant”) is such that New Tenant utilizes fire control areas in the Project in excess of New Tenant’s Pro Rata Share of
the Project, then New Tenant shall, at its sole cost and expense and upon Landlord’s written request, establish and maintain a separate area of the Premises classified by the UBC as an “H” occupancy area for the use and storage of
Hazardous Materials, or take such other action as is necessary to ensure that its share of the fire control areas of Project is not greater than New Tenant’s Pro Rata Share of the Project. Notwithstanding anything in this Lease to the contrary,
Landlord shall not have and expressly disclaims any liability related to Tenant’s 

  
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or other tenants’ use or disposal of fire control areas, it being acknowledged by Tenant that Tenant and other tenants are best suited to evaluate the safety and efficacy of its Hazardous
Materials usage and procedures. 
 22.        Odors and Exhaust.  Tenant
acknowledges that Landlord would not enter into this Lease with Tenant unless Tenant assured Landlord that under no circumstances will any other occupants of the Building or the Project (including persons legally present in any outdoor areas of the
Project) be subjected to odors or fumes (whether or not noxious), and that the Building and the Project will not be damaged by any exhaust, in each case from Tenant’s operations. Landlord and Tenant therefore agree as follows: 

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

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

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

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

  
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product in the Premises unless and until Tenant has installed odor control equipment satisfactory to Landlord. 
  

	23.	 Insurance; Waiver of Subrogation. 



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

23.2.      In addition, Landlord shall carry Commercial General Liability insurance with limits
of not less than Five Million Dollars ($5,000,000) per occurrence/general aggregate for bodily injury (including death), or property damage with respect to the Project. 

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

(a)        Commercial General Liability insurance on a broad-based occurrence
coverage form, with coverages including but not limited to bodily injury (including death), property damage (including loss of use resulting therefrom), premises/operations, personal & advertising injury, and contractual liability with
limits of liability of not less than $2,000,000 for bodily injury and property damage per occurrence, $2,000,000 general aggregate, which limits may be met by use of excess and/or umbrella liability insurance provided that such coverage is at
least as broad as the primary coverages required herein. 
 (b)        Commercial
Automobile Liability insurance covering liability arising from the use or operation of any auto, including those owned, hired or otherwise operated or used by or on behalf of the Tenant. The coverage shall be on a broad-based occurrence form with
combined single limits of not less than $1,000,000 per accident for bodily injury and property damage. 

(c)        Commercial Property insurance covering property damage to the full
replacement cost value and business interruption. Covered property shall include all tenant improvements in the Premises (to the extent not insured by Landlord pursuant to Section 23.1) and Tenant’s Property including personal
property, furniture, fixtures, machinery, equipment, 

  
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stock, inventory and improvements and betterments, which may be owned by Tenant or Landlord and required to be insured hereunder, or which may be leased, rented, borrowed or in the care custody
or control of Tenant, or Tenant’s agents, employees or subcontractors. Such insurance, with respect only to all Tenant Improvements, Alterations or other work performed on the Premises by Tenant (collectively, “Tenant Work”),
shall name Landlord and Landlord’s current and future mortgagees as loss payees as their interests may appear. Such insurance shall be written on a “special form” of physical loss or damage basis including the perils of fire, extended
coverage, electrical injury, mechanical breakdown, windstorm, vandalism, malicious mischief, sprinkler leakage, back-up of sewers or drains, flood, earthquake, terrorism and such other risks Landlord may from time to time designate, for the full
replacement cost value of the covered items with an agreed amount endorsement with no co-insurance. Business interruption coverage shall have limits sufficient to cover Tenant’s lost profits and necessary continuing expenses, including rents
due Landlord under the Lease. The minimum period of indemnity for business interruption coverage shall be twelve (12) months plus twelve (12) months’ extended period of indemnity. 

(d)        Workers’ Compensation insurance as is required by statute or law, or
as may be available on a voluntary basis and Employers’ Liability insurance with limits of not less than the following: each accident, Five Hundred Thousand Dollars ($500,000); disease ($500,000); disease (each employee), Five Hundred Thousand
Dollars ($500,000). 
 (e)        Medical malpractice insurance at limits of not
less than $1,000,000 each claim during such periods, if any, that Tenant engages in the practice of medicine at the Premises. 

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

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

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

23.5.    In each instance where insurance is to name Landlord Parties as additional insureds, Tenant
shall, upon Landlord’s written request, also designate and furnish certificates evidencing such Landlord Parties as additional insureds to (a) any Lender of Landlord holding a security interest in the Building or the Project, (b) the
landlord under any lease whereunder Landlord is a tenant of the real property upon which the Building is located if the interest of Landlord is or shall become that of a tenant under a ground lease rather than that of a fee owner and (c) any
management company retained by Landlord to manage the Project. 
 23.6.    Tenant assumes the risk of
damage to any fixtures, goods, inventory, merchandise, equipment and leasehold improvements, and Landlord shall not be liable for injury to Tenant’s business or any loss of income therefrom, relative to such damage, all as more particularly set
forth within this Lease. Tenant shall, at Tenant’s sole cost and expense, carry such insurance as Tenant desires for Tenant’s protection with respect to personal property of Tenant or business interruption. 

23.7.    Landlord, Tenant and their respective insurers hereby waive any and all rights of recovery or
subrogation against the other party with respect to any loss, damage, claims, suits or demands, howsoever caused, that are covered, or should have been covered, by valid and collectible insurance, including any deductibles or self-insurance
maintained thereunder. If necessary, Landlord and Tenant agree to endorse the required insurance policies to permit waivers of subrogation as required hereunder and hold harmless and indemnify the other party for any loss or expense incurred as a
result of a failure to obtain such waivers of subrogation from insurers. Landlord and Tenant, upon obtaining the policies of insurance required or 

  
 38 








 
permitted under this Lease, shall give notice to its insurance carriers that the foregoing waiver of subrogation is contained in this Lease. 

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

23.9.    Any costs incurred by Landlord pursuant to this Article shall constitute a portion of Operating
Expenses. 
 23.10.  The provisions of this Article shall survive the expiration or earlier termination of this
Lease. 
  

	24.	 Damage or Destruction. 



24.1.    In the event of a partial destruction of (a) the Premises or (b) Common Area of the
Building or the Project ((a) and (b) together, the “Affected Areas”) by fire or other perils covered by extended coverage insurance not exceeding twenty-five percent (25%) of the full insurable value thereof, and
provided that (x) the damage thereto is such that the Affected Areas may be repaired, reconstructed or restored within a period of four (4) months from the date of the happening of such casualty, (y) Landlord shall receive
insurance proceeds sufficient to cover the cost of such repairs, reconstruction and restoration (except for any deductible amount provided by Landlord’s policy, which deductible amount, if paid by Landlord, shall constitute an Operating
Expense) and (z) such casualty was not intentionally caused by a Tenant Party, then Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration of the Affected Areas and this Lease shall continue in
full force and effect. 
 24.2.    In the event of any damage to or destruction of the Building or the
Project other than as described in Section 24.1, Landlord may elect to repair, reconstruct and restore the Building or the Project, as applicable, in which case this Lease shall continue in full force and effect. If Landlord elects not
to repair, reconstruct and restore the Building or the Project, as applicable, then this Lease shall terminate as of the date of such damage or destruction. In the event of any damage or destruction (regardless of whether such damage is governed by
Section 24.1 or this Section), if (a) in Landlord’s determination as set forth in the Damage Repair Estimate (as defined below), the Affected Areas cannot be repaired, reconstructed or restored within twelve (12) months
after the date of the Damage Repair Estimate, (b) subject to Section 24.6, the Affected Areas are not actually repaired, reconstructed and restored within eighteen (18) months after the date of the Damage Repair Estimate, or
(c) the damage and destruction occurs within the last twelve (12) months of the then-current Term, then Tenant shall have the right to terminate this Lease, effective as of the date of such damage or destruction, by delivering to Landlord
its written notice of termination (a “Termination Notice”) (y) with respect to Subsections 24.2(a) and (c), no later than fifteen (15) days after Landlord delivers to Tenant Landlord’s Damage Repair
Estimate and (z) with respect to Subsection 24.2(b), no later than fifteen (15) days after such eighteen (18) month period (as the same may be extended pursuant to Section 24.6) expires. If Tenant provides Landlord
with a Termination Notice pursuant to Subsection 24.2(z), Landlord shall have an additional thirty (30) days after receipt of such Termination Notice to complete the repair, reconstruction and restoration. If Landlord does not complete
such repair, reconstruction and restoration within such thirty (30) day period, then 

  
 39 








 
Tenant may terminate this Lease by giving Landlord written notice within two (2) business days after the expiration of such thirty (30) day period. If Landlord does complete such
repair, reconstruction and restoration within such thirty (30) day period, then this Lease shall continue in full force and effect. 

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

24.4.    Upon any termination of this Lease under any of the provisions of this Article, the parties shall
be released thereby without further obligation to the other from the date possession of the Premises is surrendered to Landlord, except with regard to (a) items occurring prior to the damage or destruction and (b) provisions of this Lease
that, by their express terms, survive the expiration or earlier termination hereof. 
 24.5.    In the
event of repair, reconstruction and restoration as provided in this Article, all Rent to be paid by Tenant under this Lease shall be abated proportionately based on the extent to which Tenant’s use of the Premises is impaired during the period
of such repair, reconstruction or restoration, unless Landlord provides Tenant with other space during the period of repair, reconstruction and restoration that, in Tenant’s reasonable opinion, is suitable for the temporary conduct of
Tenant’s business; provided, however, that the amount of such abatement shall be reduced by the amount of Rent that is actually received by Tenant from the proceeds of business interruption or loss of rental income insurance. 

24.6.    Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or
prevented from completing the repair, reconstruction or restoration of the damage or destruction to the Premises after the occurrence of such damage or destruction by Force Majeure or delays caused by a Tenant Party, then the time for Landlord to
commence or complete repairs, reconstruction and restoration shall be extended on a day-for-day basis; provided, however, that, at Landlord’s election, Landlord shall be relieved of its obligation to make such repairs, reconstruction and
restoration in the event that such repairs, reconstruction and restoration are delayed by more than one hundred twenty (120) days in the aggregate due to Force Majeure and/or delays caused by a Tenant Party. 

24.7.    If Landlord is obligated to or elects to repair, reconstruct or restore as herein provided, then
Landlord shall be obligated to make such repairs, reconstruction or restoration only with regard to (a) those portions of the Premises that were originally provided at Landlord’s expense and (b) the Common Area portion of the Affected
Areas. The repairs, reconstruction or restoration of improvements not originally provided by Landlord or at Landlord’s expense shall be the obligation of Tenant. In the event Tenant has elected to upgrade certain improvements from the Building
Standard, Landlord shall, upon the need for replacement due to an insured loss, provide only the Building Standard, unless Tenant again elects to upgrade such 

  
 40 








 
improvements and pay any incremental costs related thereto, except to the extent that excess insurance proceeds, if received, are adequate to provide such upgrades, in addition to providing for
basic repairs, reconstruction and restoration of the Premises, the Building and the Project. 

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

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

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

  

	25.	 Eminent Domain. 



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

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

  
 41 








 25.3.    Tenant shall be entitled to any award that is
specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in the previous sentence, any
award for such taking shall be the property of Landlord. 
 25.4.    If, upon any taking of the nature
described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as
determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 

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

	26.	 Surrender. 



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

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

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

  
 42 








 
at the option of the successor to Landlord’s interest in the Building or the Project, as applicable, operate as an assignment of this Lease. 

 

	27.	 Holding Over. 



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

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

27.3.    Acceptance by Landlord of Rent after the expiration or earlier termination of the Term shall not
result in an extension, renewal or reinstatement of this Lease. 
 27.4.    The foregoing provisions of
this Article are in addition to and do not affect Landlord’s right of reentry or any other rights of Landlord hereunder or as otherwise provided by Applicable Laws. 

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

  

	28.	 Indemnification and Exculpation. 



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

  
 43 








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

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

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

  

	29.	 Assignment or Subletting. 



29.1.    Except as hereinafter expressly permitted, none of the following (each, a
“Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly performed without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed:
(a) Tenant selling, hypothecating, assigning, pledging, encumbering or otherwise transferring this Lease or subletting the Premises or (b) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a
result of shares in Tenant being sold on a public stock exchange). For purposes of the preceding sentence, “control” means (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests
of another person or (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer, without
Landlord’s prior written consent, Tenant’s interest in this Lease or the Premises or any part thereof to any person that (i) as of the date of determination 

  
 44 








 
and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Tenant, or (ii) acquires all or
substantially all of Tenant’s assets, stock or ownership interests in one or a series of related transactions (any person in (i) or (ii), a “Tenant’s Affiliate”); provided that Tenant shall notify Landlord in
writing at least fifteen (15) business days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and
provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than
the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant. For purposes of the immediately preceding sentence, “control” requires both (a) owning (directly or indirectly) more than
fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant
perform a Transfer (other than an Exempt Transfer) to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by
Landlord or an affiliate of Landlord. Notwithstanding anything in this Lease to the contrary, and except for any Exempt Transfer, if (a) any proposed transferee, assignee or sublessee of Tenant has been required by any prior landlord, Lender or
Governmental Authority to take material remedial action in connection with Hazardous Materials contaminating a property if the contamination resulted from such party’s action or omission or use of the property in question or (b) any
proposed transferee, assignee or sublessee is subject to a material enforcement order issued by any Governmental Authority in connection with the use, disposal or storage of Hazardous Materials, then it shall not be unreasonable for Landlord to
withhold its consent to any proposed transfer, assignment or subletting (with respect to any such matter involving a proposed transferee, assignee or sublessee). 

29.2.    In the event Tenant desires to effect a Transfer, then, at least fifteen (15) business but
not more than ninety (90) days prior to the date when Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall provide written notice to Landlord (the “Transfer Notice”) containing
information (including references) concerning the character of the proposed transferee, assignee or sublessee; the Transfer Date; the most recent unconsolidated financial statements of Tenant and of the proposed transferee, assignee or sublessee
satisfying the requirements of Section 40.2 (“Required Financials”); any ownership or commercial relationship between Tenant and the proposed transferee, assignee or sublessee; and the consideration and all other
material terms and conditions of the proposed Transfer, all in such detail as Landlord shall reasonably require. 

29.3.    Landlord, in determining whether consent should be given to a proposed Transfer (other than an
Exempt Transfer), may give consideration to (a) the financial strength of Tenant and of such transferee, assignee or sublessee (notwithstanding Tenant remaining liable for Tenant’s performance), (b) any change in use that such
transferee, assignee or sublessee proposes to make in the use of the Premises and (c) Landlord’s desire to exercise its rights under Section 29.7 to cancel this Lease. In no event shall Landlord be deemed to be unreasonable for
declining to consent to a Transfer to a transferee, assignee or sublessee of poor reputation, lacking financial qualifications or seeking a change in the Permitted Use, or jeopardizing directly or indirectly the status of Landlord or any of
Landlord’s affiliates as a Real Estate Investment 

  
 45 








 
Trust under the Internal Revenue Code of 1986 (as the same may be amended from time to time, the “Revenue Code”). Notwithstanding anything contained in this Lease to the
contrary, (w) no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by the occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, on the income or profits derived
by the business activities of such occupant, assignee, manager or other transferee; (x) Tenant shall not furnish or render any services to an occupant, assignee, manager or other transferee with respect to whom transfer consideration is
required to be paid, or manage or operate the Premises or any capital additions so transferred, with respect to which transfer consideration is being paid; (y) Tenant shall not consummate a Transfer with any person in which Landlord owns an
interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Revenue Code); and (z) Tenant shall not consummate a Transfer with any person or in any manner that could cause any portion of
the amounts received by Landlord pursuant to this Lease or any sublease, license or other arrangement for the right to use, occupy or possess any portion of the Premises to fail to qualify as “rents from real property” within the meaning
of Section 856(d) of the Revenue Code, or any similar or successor provision thereto or which could cause any other income of Landlord to fail to qualify as income described in Section 856(c)(2) of the Revenue Code. 

29.4.      The following are conditions precedent to a Transfer or to Landlord considering a
request by Tenant to a Transfer: 
 (a)        Tenant shall remain fully liable
under this Lease. Tenant agrees that it shall not be (and shall not be deemed to be) a guarantor or surety of this Lease, however, and waives its right to claim that is it is a guarantor or surety or to raise in any legal proceeding any guarantor or
surety defenses permitted by this Lease or by Applicable Laws; 
 (b)        If
Tenant or the proposed transferee, assignee or sublessee does not or cannot deliver the Required Financials, then Landlord may elect to have either Tenant’s ultimate parent company or the proposed transferee’s, assignee’s or
sublessee’s ultimate parent company provide a guaranty of the applicable entity’s obligations under this Lease, in a form acceptable to Landlord, which guaranty shall be executed and delivered to Landlord by the applicable guarantor prior
to the Transfer Date; 
 (c)        In the case of an Exempt Transfer, Tenant shall
provide Landlord with evidence reasonably satisfactory to Landlord that the Transfer qualifies as an Exempt Transfer; 

(d)        Tenant shall provide Landlord with evidence reasonably satisfactory to
Landlord that the value of Landlord’s interest under this Lease shall not be diminished or reduced by the proposed Transfer. Such evidence shall include evidence respecting the relevant business experience and financial responsibility and
status of the proposed transferee, assignee or sublessee; 
 (e)        Tenant
shall reimburse Landlord for Landlord’s actual costs and expenses, including reasonable attorneys’ fees, charges and disbursements incurred in connection with the review, processing and documentation of such request, not to exceed $2,500
per request; 

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

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

(h)        Any required Landlord consent to any such Transfer shall be effected on
Landlord’s forms; 
 (i)         Tenant shall not then be in default
hereunder in any respect; 
 (j)         Such proposed transferee, assignee or
sublessee’s use of the Premises shall be the same as the Permitted Use; 

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

(l)         Tenant shall pay all transfer and other taxes (including interest
and penalties) assessed or payable for any Transfer; 
 (m)       Landlord’s
consent (or waiver of its rights) for any Transfer, if applicable, shall not waive Landlord’s right to consent or refuse consent to any later Transfer; 

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

  
 47 








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

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

29.7.    If Tenant delivers to Landlord a Transfer Notice indicating a desire to transfer this Lease to a
proposed transferee, assignee or sublessee other than pursuant to an Exempt Transfer, then Landlord shall have the option, exercisable by giving notice to Tenant at any time within ten (10) days after Landlord’s receipt of such Transfer
Notice, to terminate this Lease as of the date specified in the Transfer Notice as the Transfer Date, except for those provisions that, by their express terms, survive the expiration or earlier termination hereof. If Landlord exercises such option,
then Tenant shall have the right to withdraw such Transfer Notice by delivering to Landlord written notice of such election within five (5) days after Landlord’s delivery of notice electing to exercise Landlord’s option to terminate
this Lease. In the event Tenant withdraws the Transfer Notice as provided in this Section, this Lease shall continue in full force and effect. No failure of Landlord to exercise its option to terminate this Lease shall be deemed to be
Landlord’s consent to a proposed Transfer. 
 29.8.    If Tenant sublets the Premises or any
portion thereof, Tenant hereby immediately and irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent from any such subletting, and appoints Landlord as assignee and attorney-in-fact for Tenant, and
Landlord (or a receiver for Tenant appointed on Landlord’s application) may collect such rent and apply it toward Tenant’s obligations under this Lease; provided that, until the occurrence of a Default (as defined below) by Tenant,
Tenant shall have the right to collect such rent. 
 29.9.    In the event that Tenant enters into a
sublease for the entire Premises in accordance with this Article that expires within two (2) days of the Term Expiration Date, the term expiration date of such sublease shall, notwithstanding anything in this Lease, the sublease or any consent
to the sublease to the contrary, be deemed to be the date that is two (2) days prior to the Term Expiration Date. 
  

	30.	 Subordination and Attornment. 



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

  
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any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. If any such mortgagee, beneficiary or landlord under a lease wherein Landlord
is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in
writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, Tenant hereby constitutes and appoints Landlord or its
special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Mortgagees” shall also include historic tax
credit investors and new market tax credit investors. 
 30.3.    Upon written request of Landlord and
opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 

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

	31.	 Defaults and Remedies. 



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

31.2.    No payment by Tenant or receipt by Landlord of a lesser amount than the Rent payment herein
stipulated shall be deemed to be other than on account of the Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check
or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other 

  
 49 








 
remedy provided in this Lease or in equity or at law. If a dispute shall arise as to any amount or sum of money to be paid by Tenant to Landlord hereunder, Tenant shall have the right to make
payment “under protest,” such payment shall not be regarded as a voluntary payment, and there shall survive the right on the part of Tenant to institute suit for recovery of the payment paid under protest. 

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

31.4.      The occurrence of any one or more of the following events shall constitute a
“Default” hereunder by Tenant: 
 (a)        Tenant abandons or
vacates the Premises; 
 (b)        Tenant fails to make any payment of Rent, as
and when due, or to satisfy its obligations under Article 19, where such failure shall continue for a period of three (3) days after written notice thereof from Landlord to Tenant; 

(c)        Tenant fails to observe or perform any obligation or covenant contained
herein (other than described in Sections 31.4(a) and 31.4(b)) to be performed by Tenant, where such failure continues for a period of ten (10) days after written notice thereof from Landlord to Tenant; provided that, if the
nature of Tenant’s default is such that it reasonably requires more than ten (10) days to cure, Tenant shall not be deemed to be in Default if Tenant commences such cure within such ten (10) day period and thereafter diligently
prosecutes the same to completion; and provided, further, that such cure is completed no later than thirty (30) days after Tenant’s receipt of written notice from Landlord; 

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

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

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

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

(h)          Tenant fails to deliver an estoppel certificate in accordance
with Article 20; or 
 (i)           Tenant’s interest
in this Lease is attached, executed upon or otherwise judicially seized and such action is not released within one hundred twenty (120) days of the action. 

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

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

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

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

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

(i)          The sum of: 

A.        The worth at the time of award of any unpaid Rent that had accrued at the
time of such termination; plus 
 B.        The worth at the time of award of the
amount by which the unpaid Rent that would have accrued during the period commencing with termination of the Lease and ending at the time of award exceeds that portion of the loss of Landlord’s rental


  
 51 








 
income from the Premises that Tenant proves to Landlord’s reasonable satisfaction could have been reasonably avoided; plus 

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

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

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

(ii)          [Intentionally omitted]. 

As used in Sections 31.5(c)(i)(A) and (B), “worth at the time of award” shall be computed by allowing interest at the
Default Rate. As used in Section 31.5(c)(i)(C), the “worth at the time of the award” shall be computed by taking the present value of such amount, using the Discount Rate. 

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

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

(b)          The appointment of a receiver upon the initiative of Landlord
to protect Landlord’s interest under this Lease or in the Premises. 
 Notwithstanding the foregoing, in the event of a Default by
Tenant, Landlord may elect at any time to terminate this Lease and to recover damages to which Landlord is entitled. 

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

  
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 31.8.      In the event Landlord elects to
terminate this Lease and relet the Premises, Landlord may execute any new lease in its own name. Tenant hereunder shall have no right or authority whatsoever to collect any Rent from such tenant. The proceeds of any such reletting shall be applied
as follows: 
 (a)        First, to the payment of any indebtedness other than Rent
due hereunder from Tenant to Landlord, including storage charges or brokerage commissions owing from Tenant to Landlord as the result of such reletting; 

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

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

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

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

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

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

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

32.2.    A prompt cash payment to compensate Landlord for any monetary defaults or actual damages arising
directly from a breach of this Lease; 
 32.3.    A cash deposit in an amount at least equal to the
then-current amount of the Security Deposit; or 
 32.4.    The assumption or assignment of all of
Tenant’s interest and obligations under this Lease. 

  
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	33.	 Brokers. 



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

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

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

33.4.    Tenant agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably
acceptable to Landlord) and hold the Landlord Indemnitees harmless from any and all cost or liability for compensation claimed by any broker or agent, other than Broker, employed or engaged by Tenant or claiming to have been employed or engaged by
Tenant. 
 34.        Definition of Landlord.  With regard to obligations imposed
upon Landlord pursuant to this Lease, the term “Landlord,” as used in this Lease, shall refer only to Landlord or Landlord’s then-current successor-in-interest. In the event of any transfer, assignment or conveyance of
Landlord’s interest in this Lease or in Landlord’s fee title to or leasehold interest in the Property, as applicable, Landlord herein named (and in case of any subsequent transfers or conveyances, the subsequent Landlord) shall be
automatically freed and relieved, from and after the date of such transfer, assignment or conveyance, from all liability for the performance of any covenants or obligations contained in this Lease thereafter to be performed by Landlord and, without
further agreement, the transferee, assignee or conveyee of Landlord’s in this Lease or in Landlord’s fee title to or leasehold interest in the Property, as applicable, shall be deemed to have assumed and agreed to observe and perform any
and all covenants and obligations of Landlord hereunder during the tenure of its interest in the Lease or the Property. Landlord or any subsequent Landlord may transfer its interest in the Premises or this Lease without Tenant’s consent. 

35.        Limitation of Landlord’s Liability. 

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

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

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

36.        Joint and Several Obligations.   If more than one person or entity
executes this Lease as Tenant, then: 
 36.1.    Each of them is jointly and severally liable for the
keeping, observing and performing of all of the terms, covenants, conditions, provisions and agreements of this Lease to be kept, observed or performed by Tenant, and such terms, covenants, conditions, provisions and agreements shall be binding with
the same force and effect upon each and all of the persons executing this Agreement as Tenant; and 

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

37.        Representations.    Tenant guarantees, warrants and represents
that (a) Tenant is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Tenant has and is duly qualified to do business in the state in
which the Property is located, (c) Tenant has full corporate, partnership, trust, association or other appropriate power and authority to enter into this Lease and to perform all Tenant’s obligations hereunder, (d) each person (and
all of the persons if more than one signs) signing this Lease on behalf of Tenant is duly and validly authorized to do so and (e) neither (i) the execution, delivery or performance of this Lease nor (ii) the consummation of the
transactions contemplated hereby will violate or conflict with any provision of documents or instruments under which Tenant is constituted or to which Tenant is a party. In addition, Tenant guarantees, warrants and represents that none of
(x) it, (y) its affiliates or partners nor (z) to the best of its knowledge, its members, shareholders or other equity owners or any of their respective employees, officers, directors, representatives or agents is a person or entity
with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign 

  
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Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive
order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other similar governmental action. 

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

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

40.        Miscellaneous. 

40.1.    Landlord reserves the right to change the name of the Building or the Project in its sole
discretion. 
 40.2.    To induce Landlord to enter into this Lease, Tenant agrees that it shall furnish
to Landlord, from time to time, within ten (10) business days after receipt of Landlord’s written 

  
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request, the most recent year-end unconsolidated financial statements reflecting Tenant’s current financial condition audited by a nationally recognized accounting firm. Tenant shall, within
ninety (90) days after the end of Tenant’s financial year, furnish Landlord with a certified copy of Tenant’s year-end unconsolidated financial statements for the previous year audited by a nationally recognized accounting firm.
Tenant represents and warrants that all financial statements, records and information furnished by Tenant to Landlord in connection with this Lease are true, correct and complete in all respects. If audited financials are not otherwise prepared,
unaudited financials complying with generally accepted accounting principles and certified by the chief financial officer of Tenant as true, correct and complete in all respects shall suffice for purposes of this Section. The provisions of this
Section shall not apply at any time while Tenant is a corporation whose shares are traded on any nationally recognized stock exchange. 

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

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

40.5.    Landlord may, but shall not be obligated to, record a short form or memorandum hereof without
Tenant’s consent. Within ten (10) days after receipt of written request from Landlord, Tenant shall execute a termination of any short form or memorandum of lease recorded with respect hereto. Tenant shall be responsible for the cost of
recording any short form or memorandum of this Lease, including any transfer or other taxes incurred in connection with such recordation. Neither party shall record this Lease. 

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

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

  
 58 








 
action, proceeding, demand, claim, action, cause of action, suit or appeal is voluntarily withdrawn or dismissed). 

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

40.9.    Each provision of this Lease performable by Tenant shall be deemed both a covenant and a
condition. 
 40.10.  Notwithstanding anything to the contrary contained in this Lease, Tenant’s obligations
under this Lease are independent and shall not be conditioned upon performance by Landlord. 
 40.11.  Whenever
consent or approval of either party is required, that party shall not unreasonably withhold, condition or delay such consent or approval, except as may be expressly set forth to the contrary. 

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

40.13.  Each of the covenants, conditions and agreements herein contained shall inure to the benefit of and shall
apply to and be binding upon the parties hereto and their respective heirs; legatees; devisees; executors; administrators; and permitted successors and assigns. This Lease is for the sole benefit of the parties and their respective heirs, legatees,
devisees, executors, administrators and permitted successors and assigns, and nothing in this Lease shall give or be construed to give any other person or entity any legal or equitable rights. Nothing in this Section shall in any way alter the
provisions of this Lease restricting assignment or subletting. 
 40.14.  This Lease shall be governed by,
construed and enforced in accordance with the laws of the state in which the Premises are located, without regard to such state’s conflict of law principles. 

40.15.  Tenant guarantees, warrants and represents that the individual or individuals signing this Lease have the
power, authority and legal capacity to sign this Lease on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint venturers or other organizations and entities on whose behalf such individual or individuals
have signed. 
 40.16.  This Lease may be executed in one or more counterparts, each of which, when taken
together, shall constitute one and the same document. 
 40.17.  No provision of this Lease may be modified,
amended or supplemented except by an agreement in writing signed by Landlord and Tenant. 
 40.18.  No waiver of
any term, covenant or condition of this Lease shall be binding upon Landlord unless executed in writing by Landlord. The waiver by Landlord of any breach or default of any term, covenant or condition contained in this Lease shall not be deemed to be
a 

  
 59 








 
waiver of any preceding or subsequent breach or default of such term, covenant or condition or any other term, covenant or condition of this Lease. 

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

41.1.    Tenant may use those portions of the Building designated by Landlord from time to time as a
“Rooftop Installation Area” (the “Rooftop Installation Area”) solely to operate, maintain, repair and replace rooftop antennae, mechanical equipment, communications antennas and other equipment installed by Tenant in the
Rooftop Installation Area in accordance with this Article (“Tenant’s Rooftop Equipment”). Tenant’s Rooftop Equipment shall be only for Tenant’s use of the Premises for the Permitted Use. 

41.2.    Tenant shall install Tenant’s Rooftop Equipment at its sole cost and expense, at such times
and in such manner as Landlord may reasonably designate, and in accordance with this Article and the applicable provisions of this Lease regarding Alterations. Tenant’s Rooftop Equipment and the installation thereof shall be subject to
Landlord’s prior written approval, which approval shall not be unreasonably withheld. Among other reasons, Landlord may withhold approval if the installation or operation of Tenant’s Rooftop Equipment could reasonably be expected to damage
the structural integrity of the Building or to transmit vibrations or noise or cause other adverse effects beyond the Premises to an extent not customary in first class laboratory buildings, unless Tenant implements measures that are acceptable to
Landlord in its reasonable discretion to avoid any such damage or transmission. 
 41.3.    Tenant shall
comply with any roof or roof-related warranties. Tenant shall obtain a letter from Landlord’s roofing contractor within thirty (30) days after completion of any Tenant work on the rooftop stating that such work did not affect any such
warranties. Tenant, at its sole cost and expense, shall inspect the Rooftop Installation Area at least annually, and correct any loose bolts, fittings or other appurtenances and repair any damage to the roof caused by the installation or operation
of Tenant’s Rooftop Equipment. Tenant shall not permit the installation, maintenance or operation of Tenant’s Rooftop Equipment to violate any Applicable Laws or constitute a nuisance. Tenant shall pay Landlord within thirty (30) days
after demand (a) all applicable taxes, charges, fees or impositions imposed on Landlord by Governmental Authorities as the result of Tenant’s use of the Rooftop Installation Areas in excess of those for which Landlord would otherwise be
responsible for the use or installation of Tenant’s Rooftop Equipment and (b) the amount of any increase in Landlord’s insurance premiums as a result of the installation of Tenant’s Rooftop Equipment. Upon Tenant’s written
request to Landlord, Landlord shall use commercially reasonable efforts to cause other tenants to remedy any interference in the operation of Tenant’s Rooftop Equipment caused by any such tenants’ equipment installed after the applicable
piece of Tenant’s Rooftop Equipment; provided, however, that Landlord shall not be required to request that such tenants waive their rights under their respective leases. 

  
 60 








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

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

42.        Options to Extend Term.  Tenant (including any permitted assignee of this
Lease) shall have two (2) options (each, an “Option”) to extend the Term by five (5) years each as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the
Term pursuant to an Option shall be on all the same terms and conditions as this Lease, except as follows: 

42.1.    Base Rent at the commencement of each Option term shall equal the then-current fair market value
for comparable office and laboratory space in the UTC submarket of comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and in each case shall be further increased on each annual
anniversary of the Option term commencement date by three percent (3%). Tenant may, no more than twelve (12) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the FMV for the next Option term.
Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise an Option, such notice shall specify whether Tenant accepts Landlord’s proposed
estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (a) the size of the Premises, (b) the length of the Option term, (c) rent
in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and moving allowances, (d) Tenant’s creditworthiness and (e) the quality and location of
the Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising an Option, then either party may request that the same be determined
as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the UTC laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be selected and paid for jointly
by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the Judicial Arbitration and Mediation Services or any


  
 61 








 
successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall (y) have at least ten (10) years’
experience in the leasing of laboratory/research and development space in the UTC submarket and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to
appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit
evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The
FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the applicable Option term. If, as of the commencement date of an Option term, the amount of
Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final
determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the applicable Option term. Any failure of the parties to execute such
amendment shall not affect the validity of the FMV determined pursuant to this Section. 
 42.2.    No
Option is assignable separate and apart from this Lease. 
 42.3.    An Option is conditional upon
Tenant giving Landlord written notice of its election to exercise such Option at least nine (9) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of an Option. Tenant
assumes full responsibility for maintaining a record of the deadlines to exercise an Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of an Option after the date provided for in this Section. 

42.4.    Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the
right to exercise an Option: 
 (a)        During the time commencing from the date
Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or 

(b)        At any time after any Default as described in Article 31 of the
Lease (provided, however, that, for purposes of this Section 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible
to being cured; or 
 (c)        In the event that Tenant has defaulted in the
performance of its monetary or material non-monetary obligations under this Lease two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Option, whether or not Tenant has cured
such defaults. 

  
 62 








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

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

43.        Right of First Refusal.   Tenant shall have a right of first refusal
(“ROFR”) as to any rentable premises in the building located at 9775 Towne Centre Drive, San Diego, California (the “9775 Building”), for which Landlord is seeking a tenant (“Available ROFR
Premises”); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms. To the extent
that Landlord renews or extends a then-existing lease with any then-existing tenant or subtenant of any space, or enters into a new lease with such then-existing tenant or subtenant for the same premises, the affected space shall not be deemed to be
Available ROFR Premises. In the event Landlord receives from a third party a bona fide offer to lease Available ROFR Premises, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the terms and
conditions of a proposed lease to Tenant of the Available ROFR Premises. 
 43.1.    Within ten
(10) days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer.
If Tenant fails to notify Landlord of Tenant’s election within such ten (10) day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises. 

43.2.    If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the
terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer (pursuant to an amendment to this Lease or pursuant to a new lease,
at Landlord’s election). 
 43.3.    If Tenant notifies Landlord that Tenant elects not to lease
the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the ten (10)-day period described above, then Landlord shall have the right to
consummate the lease of the Available ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant’s election (or deemed election) not to lease the Available ROFR Premises. 

  
 63 








 43.4.    Notwithstanding anything in this Article to the
contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in monetary or material non-monetary default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so
in monetary or material non-monetary default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant two (2) or more notices of monetary or material non-monetary default under
this Lease, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR. 

43.5.    Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the
ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. 

43.6.    If Tenant exercises the ROFR, Landlord does not guarantee that the Available ROFR Premises will
be available on the anticipated commencement date for the Lease as to such Premises due to a holdover by the then-existing occupants of the Available ROFR Premises or for any other reason beyond Landlord’s reasonable control. 

44.        New Lease.   If Tenant requires additional space for its operations
and if Landlord and Tenant are able to negotiate mutually acceptable, fair market terms for the lease of additional space at the 9775 Building, then Landlord and Tenant shall enter into a new lease (the “New Lease”) in connection
with Tenant’s lease of such additional space. Neither party shall have any obligation to enter into or negotiate for the New Lease and nothing in this Article shall prohibit or restrict Landlord from leasing all or any portion of the 9775
Building to another tenant or tenants. The parties acknowledge that Landlord may elect to redevelop the 9775 Building and that such redevelopment shall not be deemed a violation of any of the terms, conditions or provisions of this Lease. 

45.        Lease Amendment.  Concurrently with the execution and delivery of this
Lease, Tenant and Landlord’s affiliate, BMR-Coast 9 LP (“BMR-Coast 9”), shall enter into an amendment to that certain Lease by and between Tenant and BMR-Coast 9, dated as of February 19, 2013 (as amended, the
“Coast 9 Lease”) in the form attached hereto as Exhibit J. 
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 

  
 64 








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

			
	LANDLORD:
	
	BMR-AXIOM LP,
	a Delaware limited partnership
		
	By:	 	/s/ Kevin M. Simonsen
	Name:	 	Kevin M. Simonsen
	Title:	 	SVP, Real Estate Legal
	
	TENANT:
	
	IGNYTA, INC.,
	a Delaware corporation
		
	By:	 	/s/ Jonathan Lim
	Name:	 	Jonathan Lim
	Title:	 	President & CEO








 EXHIBIT A 

PREMISES 

  
 A-1 








 EXHIBIT A-1 

LANDLORD WORK PLANS – 4535 
  

	 	●	 	 Exterior building entry/facade feature 



	 	●	 	 Painting the Exterior 



	 	●	 	 Exterior patio, trellis, and seating adjacent to café 



	 	●	 	 New Amenities Center with café and fitness center 



	 	●	 	 General site landscaping and hardscape improvements 



	 	●	 	 New main building elevator lobby on the first floor 



	 	●	 	 New restroom finishes and accessibility modifications 



	 	●	 	 New lab service elevator (Machine Room Less elevator, Approx. cab size: 5’-8” wide, 8’-5
 1⁄2” deep, 8’-5” tall, doors: 4’-0” wide, 8’-0” tall.) 



	 	●	 	 Repair, add or replace insulation if existing is deficient at non-glass exterior walls and spandrel glass conditions. 



	 	●	 	 Repair, add or replace insulation if existing is deficient at underside of roof deck. 



	 	●	 	 Roof screen modifications to accommodate new lab utility systems 



	 	●	 	 Fire sprinkler branch extensions and modifications into base building spaces. Tenant Improvement sprinkler modifications are part of the Tenant
Improvements. 



	 	●	 	 New lab HVAC system (detailed description below) 



	 	●	 	 Laboratory air compressor (40 HP) and vacuum pump (10 HP) and associated main piping stubbed to each floor 



	 	●	 	 Electrical infrastructure and SDGE Meters to support multitenant lab/office/campus use 



	 	●	 	 Emergency generator enclosure, underground pathway, and transfer switches to support future generators 



HVAC System 
 Laboratory 

	 	-	 	 New laboratory air handling units, 100% outside air for laboratory only. 



	 	-	 	 New laboratory exhaust fans, one per floor. 



	 	-	 	 New air-cooled chilled water plant (two 100 ton units) 



	 	-	 	 New heating hot water boiler (1 existing, 1 new) 



	 	-	 	 New galvanized supply air and exhaust air duct risers. 



	 	-	 	 New Building Automation System 



Office 

	 	-	 	 Reuse of the existing rooftop VAV packaged units, one per floor. 



	 	-	 	 Reuse of the existing duct risers 



	 	-	 	 Use of new Building Automation System 



Electrical Systems 
 Distribution

  

	 	-	 	 800 Amps 277/480Volt separately metered power to 2nd floor suite for tenant use.




	 	-	 	 400 Amps 277/480Volt separately metered power to 1st floor suite for tenant use. 



  
 A-1-1 









	 	-	 	 200 Amps 277/480Volt separately metered power to 1st floor amenity space. 



	 	-	 	 New air handlers, exhaust fans, existing AC units and new and existing elevators to be connected to new 2nd floor tenant meter 



	 	-	 	 New air handlers, exhaust fans, and existing AC units to be connected to new 1st floor tenant
meter 



	 	-	 	 200 Amp 277/480Volt transfer switch and distribution for stand-by power for 1st floor suite.
Generator provided with the TI. 



	 	-	 	 300 Amp 277/480Volt transfer switch and distribution for stand-by power for 2nd floor suite.
Generator provided with the TI. 



	 	-	 	 400Amp 277/480Volt separately metered power for Chilled water and heating hot water, compressor and vacuum pumps. 



	 	-	 	 New stacked IDF / riser rooms located on each floor and connected to the MPOE. 



Lighting 
  

	 	-	 	 New upgraded LED lighting at restrooms, stairwells and elevator lobbies. 



	 	-	 	 New title 24 compliant nLight lighting control system. Base system provided which can be extended into the Tenant Improvement. Tenant Improvement
portion of lighting controls is in the Tenant Improvement. 



	 	-	 	 All exterior lighting to be replaced with new LED poles and bollards. 



	 	-	 	 New fire alarm system. Base system provided which can be extended into the Tenant Improvement. Tenant Improvement portion of fire alarm is in the
Tenant Improvement. 



  
 2 








 LANDLORD WORK PLANS – 4545 

 

	 	●	 	 Exterior building entry/facade feature 



	 	●	 	 Painting the Exterior 



	 	●	 	 Exterior patio, trellis, and seating adjacent to canyon 



	 	●	 	 General site landscaping and hardscape improvements 



	 	●	 	 New main building elevator lobby on the first floor 



	 	●	 	 New restroom finishes and accessibility modifications 



	 	●	 	 New lab service elevator (Machine Room Less elevator, Approx. cab size: 5’-8” wide, 8’-5
 1⁄2” deep, 8’-5” tall, doors: 4’-0” wide, 8’-0” tall.) 



	 	●	 	 Repair, add or replace insulation if existing is deficient at non-glass exterior walls and spandrel glass conditions. 



	 	●	 	 Repair, add or replace insulation if existing is deficient at underside of roof deck. 



	 	●	 	 Roof screen modifications to accommodate new lab utility systems 



	 	●	 	 Fire sprinkler branch extensions and modifications into base building spaces. Tenant Improvement sprinkler modifications are part of the Tenant
Improvements 



	 	●	 	 New lab HVAC system (detailed description below) 



	 	●	 	 Laboratory air compressor (40 HP) and vacuum pump (10 HP) and associated main piping stubbed to each floor 



	 	●	 	 Electrical infrastructure and SDGE Meters to support multitenant lab/office/campus use 



	 	●	 	 Emergency generator enclosure, underground pathway, and transfer switches to support future generators 



	 	●	 	 Hazmat storage enclosure to be adjacent or part of generator enclosure. Enclosure to include security gates, lighting, control wiring, convenience
electrical and water supply for safety shower located within enclosure. Hazmat shed and associated utilities to be designed, permitted, and installed during the building warm-up schedule. If the hazmat shed is not procured during the warm-up
schedule, then interior slab will be left out and installed under the TI, although all utilities will be installed during the warm-up. All costs associated with the scope of work described in this item will be treated as Tenant Improvement costs.




	 	●	 	 LN2 foundation, enclosure and associated utilities designed, permitted, and installed during the warm-up schedule. All costs associated with the
scope of work described in this item will be treated as Tenant Improvement costs. 


 HVAC System 

Laboratory 

	 	-	 	 New laboratory air handling units, 100% outside air for laboratory only. 



	 	-	 	 New laboratory exhaust fans, one per floor. 



	 	-	 	 New air-cooled chilled water plant (300 tons) 



	 	-	 	 New heating hot water plant (3,600 MBH – 1 boiler) 



	 	-	 	 New galvanized supply air and exhaust air duct risers. 



	 	-	 	 New Building Automation System 



  
 3 








 Office 

	 	-	 	 Reuse of the existing rooftop VAV packaged units, one per floor. 



	 	-	 	 Reuse of the existing duct risers 



	 	-	 	 Use of new Building Automation System 



Electrical Systems 
 Distribution

  

	 	-	 	 800Amps 277/480Volt separately metered power to each floor for tenant use. 



	 	-	 	 New air handlers, exhaust fans and existing AC units to be connected to new tenant meter 



	 	-	 	 300 Amp 277/480Volt transfer switch and distribution for stand-by power. Generator provided with the TI. 



	 	-	 	 600Amp 277/480Volt separately metered power for Chilled water and heating hot water, compressor and vacuum pumps. 



	 	-	 	 Existing and new elevators to be fed from house meter. 



	 	-	 	 New stacked IDF / riser rooms located on each floor and connected to the MPOE. 



Lighting 
  

	 	-	 	 New upgraded LED lighting at restrooms, stairwells and elevator lobbies. 



	 	-	 	 New title 24 compliant nLight lighting control system. Base system provided which can be extended into the Tenant Improvement. Tenant Improvement
portion of lighting controls is in the Tenant Improvement. 



	 	-	 	 All exterior lighting to be replaced with new LED poles and bollards. 



	 	-	 	 New fire alarm system. Base system provided which can be extended into the Tenant Improvement. Tenant Improvement portion of fire alarm is in the
Tenant Improvement. 



  
 4 








 EXHIBIT B 

WORK LETTER 

This Work Letter (this “Work Letter”) is made and entered into as of the 16th day of October, 2015, by and between BMR-AXIOM LP, a Delaware limited partnership (“Landlord”), and IGNYTA, INC., a Delaware corporation (“Tenant”), and is attached
to and made a part of that certain Lease dated as of October 16, 2015 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Lease”), by and between Landlord and Tenant for
the Premises located at 4545 Towne Centre Court, San Diego, California. All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Lease. 

1.         General Requirements. 

1.1.      Authorized Representatives. 

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

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

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

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

2.         Tenant Improvements.    All Tenant Improvements shall be
performed by Landlord’s contractor, at Tenant’s sole cost and expense (subject to Landlord’s obligations with respect to any portion of the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the
Additional TI Allowance used by Landlord in completing the Tenant Improvements) and in substantial accordance with the Approved Plans (as defined below), the 

  
 B-1 








 
Lease and this Work Letter. To the extent that the total projected cost of the Tenant Improvements (as projected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI
Costs”), Tenant shall advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in any case before Landlord commences the Tenant Improvements. If Landlord is delayed in commencing the Tenant
Improvements due to Tenant’s failure to timely pay the Excess TI Costs to Landlord, Landlord shall be entitled to a day-for-day extension to achieve Substantial Completion of the Tenant Improvements for the period of such delay. If the actual
Excess TI Costs are less than the Excess TI Costs paid by Tenant to Landlord, Landlord shall credit Tenant with the overage paid by Tenant against Tenant’s Rent obligations, beginning after Landlord has completed the final accounting for the
Tenant Improvements. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the
same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment
of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be considered Rent. All material and equipment furnished by Landlord or its
contractors as the Tenant Improvements shall be new or “like new,” and the Tenant Improvements shall be performed in a first-class, workmanlike manner. 

2.1.      Work Plans.     Landlord shall prepare and submit to
Tenant for approval schematics covering the Tenant Improvements prepared in conformity with the applicable provisions of this Work Letter (the “Draft Schematic Plans”). The Draft Schematic Plans shall contain sufficient information
and detail to accurately describe the proposed design to Tenant. Tenant shall notify Landlord in writing within five (5) days after receipt of the Draft Schematic Plans whether Tenant approves or objects to the Draft Schematic Plans and of the
manner, if any, in which the Draft Schematic Plans are unacceptable. Tenant’s failure to respond within such five (5) day period shall be deemed approval by Tenant. If Tenant reasonably objects to the Draft Schematic Plans, then Landlord
shall revise the Draft Schematic Plans and cause Tenant’s objections to be remedied in the revised Draft Schematic Plans. Landlord shall then resubmit the revised Draft Schematic Plans to Tenant for approval, such approval not to be
unreasonably withheld, conditioned or delayed. Tenant’s approval of or objection to revised Draft Schematic Plans and Landlord’s correction of the same shall be in accordance with this Section until Tenant has approved the Draft Schematic
Plans in writing or been deemed to have approved them. The iteration of the Draft Schematic Plans that is approved or deemed approved by Tenant without objection shall be referred to herein as the “Approved Schematic Plans.” In the
event that Draft Schematic Plans are not approved by Tenant in accordance with this Section prior to the date that is thirty (30) days after the Execution Date, then, notwithstanding anything in the Lease or this Work Letter to the contrary,
Landlord shall be entitled to a day-for-day delay for every day after such date until Draft Schematic Plans are approved by Tenant in accordance with this Section. 

2.2.      Construction Plans.   Landlord shall prepare final plans and
specifications for the Tenant Improvements that (a) are consistent with and are logical evolutions of the Approved Schematic Plans and (b) incorporate any other Tenant-requested (and Landlord-approved) Changes (as defined below). As soon
as such final plans and specifications (“Construction Plans”) are completed, Landlord shall deliver the same to Tenant for Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Such
Construction Plans 

  
 B-2 








 
shall be approved or disapproved by Tenant within five (5) days after delivery to Tenant. Tenant’s failure to respond within such five (5) day period shall be deemed approval by
Tenant. If the Construction Plans are disapproved by Tenant, then Tenant shall notify Landlord in writing of its reasonable objections to such Construction Plans, and the parties shall confer and negotiate in good faith to reach agreement on the
Construction Plans. Promptly after the Construction Plans are approved by Landlord and Tenant, two (2) copies of such Construction Plans shall be initialed and dated by Landlord and Tenant, and Landlord shall promptly submit such Construction
Plans to all appropriate Governmental Authorities for approval. The Construction Plans so approved, and all change orders specifically permitted by this Work Letter, are referred to herein as the “Approved Plans.” 

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

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

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

3.         Requests for Consent.   Except as otherwise provided in this
Work Letter, Tenant shall respond to all requests for consents, approvals or directions made by Landlord pursuant to this Work Letter within five (5) days following Tenant’s receipt of such request. Tenant’s failure to respond within
such five (5) day period shall be deemed approval by Tenant. 
 4.         TI
Allowance. 
 4.1.      Application of TI Allowance.   Landlord
shall contribute the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of this Lease, the Additional TI Allowance, and any Excess TI Costs advanced by Tenant to Landlord toward the costs and


  
 B-3 








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

4.2.      Approval of Budget for the Tenant Improvements.  Notwithstanding
anything to the contrary set forth elsewhere in this Work Letter or the Lease, Landlord shall not have any obligation to expend any portion of the TI Allowance until Landlord and Tenant shall have approved in writing the budget for the Tenant
Improvements (the “Approved Budget”). Prior to Landlord’s approval of the Approved Budget, Tenant shall pay all of the costs and expenses incurred in connection with the Tenant Improvements as they become due. Tenant shall
promptly reimburse Landlord for costs or expenses relating to the Tenant Improvements that exceed the amount of the TI Allowance. 

5.         Miscellaneous. 

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

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

  
 B-4 








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

			
	LANDLORD:
	
	BMR-AXIOM LP,
	a Delaware limited partnership
		
	By:	 	/s/ Kevin M. Simonsen
	Name:	 	Kevin M. Simonsen
	Title:	 	SVP, Real Estate Legal
	
	TENANT:
	
	IGNYTA, INC.,
	a Delaware corporation
		
	By:	 	/s/ Jonathan Lim
	Name:	 	Jonathan Lim
	Title:	 	President & CEO


  
 B-5 








 EXHIBIT B-1 

TENANT WORK INSURANCE SCHEDULE 

  
 B-1-1 








 EXHIBIT C 

ACKNOWLEDGEMENT OF TERM COMMENCEMENT DATE 

AND TERM EXPIRATION DATE 

  
 B-1-2 








 EXHIBIT D 

PRE-COMMENCMENT LANDLORD WORK PLANS – 4535 
  

	 	●	 	 New main building elevator lobby on the first floor 



	 	●	 	 New restroom finishes and accessibility modifications 



	 	●	 	 New lab service elevator 



	 	●	 	 Repair, add or replace insulation if existing is deficient at non-glass exterior walls and spandrel glass conditions. 



	 	●	 	 Repair, add or replace insulation if existing is deficient at underside of roof deck. 



	 	●	 	 Roof screen modifications to accommodate new lab utility systems 



	 	●	 	 Fire sprinkler branch extensions and modifications into base building spaces. Tenant Improvement sprinkler modifications are part of the Tenant
Improvements. 



	 	●	 	 HVAC system, Electrical system and Lighting (detailed in Exhibit A-1) 



	 	●	 	 Laboratory air compressor (40 HP) and vacuum pump (10 HP) and associated main piping stubbed to each floor 



	 	●	 	 Electrical infrastructure and SDGE Meters to support multitenant lab/office/campus use 



	 	●	 	 Emergency generator enclosure, underground pathway, and transfer switches to support future generators 



PRE-COMMENCEMENT LANDLORD WORK PLANS - 4545 
  

 

	 	●	 	 New building elevator lobby on the first floor 



	 	●	 	 New restroom finishes and accessibility modifications 



	 	●	 	 New lab service elevator



	 	●	 	 Repair, add or replace insulation if existing is deficient at non-glass exterior walls and spandrel glass conditions. 



	 	●	 	 Repair, add or replace insulation if existing is deficient at underside of roof deck. 



	 	●	 	 Roof screen modifications to accommodate new lab utility systems 



	 	●	 	 Fire sprinkler branch extensions and modifications into base building spaces. Tenant Improvement sprinkler modifications are part of the Tenant
Improvements 



	 	●	 	 HVAC system, Electrical Systems, and Lighting (detailed in Exhibit A-1) 



	 	●	 	 Laboratory air compressor (40 HP) and vacuum pump (10 HP) and associated main piping stubbed to each floor 



	 	●	 	 Electrical infrastructure and SDGE Meters to support multitenant lab/office/campus use 



	 	●	 	 Emergency generator enclosure, underground pathway, and transfer switches to support future generators 



	 	●	 	 Hazmat storage enclosure as dictated in Exhibit A-1 



	 	●	 	 LN2 foundation, enclosure and associated utilities as dictated in Exhibit A-1 



  
 D-1 








 EXHIBIT E 

FORM OF LETTER OF CREDIT 

  
 E-1-1 








 EXHIBIT F 

RULES AND REGULATIONS 

  
 F-1 








 EXHIBIT G 

FORM OF ADDITIONAL TI ALLOWANCE ACCEPTANCE LETTER 

  
 G-1 








 EXHIBIT H 

TENANT’S PROPERTY 

  
 H-1 








 EXHIBIT I 

FORM OF ESTOPPEL CERTIFICATE 

  
 N-1 








 EXHIBIT J 

COAST 9 AMENDMENT 

  
 N-1