Exhibit 10.24


 


SUBLEASE


 


THIS
SUBLEASE, dated as of this 21st day of October, 2011, is made between INTERCELL
USA, INC., a Delaware corporation, having an address at 22 Firstfield Road, Suite 210, Gaithersburg, Maryland 20878
(successor by merger to Iomai Corporation, a Delaware corporation) (“Sublandlord”) and NOVAVAX,
INC., a Delaware corporation, having an address at 9920 Belward Campus Drive, Rockville, Maryland 20850 (“Subtenant”).


 


WITNESSETH


 


1.          Demise
and Term. Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, upon and subject to the
terms and conditions of this Sublease, those certain premises comprising approximately 53,464 rentable square, as substantially
shown (by diagonal lines or shading) on the floor plans attached hereto as Exhibit “A” (the “Subleased
Premises”), in the building (the “Building”) known as 20 Firstfield Road, Gaithersburg,
Maryland, being all of the premises that were leased to Sublandlord by ARE-20/22/1300 Firstfield Quince Orchard, LLC, a Delaware
limited liability company (“Main Landlord”) under the Main Lease (as hereinafter defined), together
with the Common Areas (as defined in the Main Lease), as modified from time to time by Main Landlord. The term (“Sublease
Term”) of this Sublease shall commence on January 1, 2012 (the “Commencement Date”), and
shall expire at 11:59 p.m. on March 31, 2013 (the “Expiration Date”), unless sooner terminated as herein
provided. If either party hereto shall so request, the parties hereto shall execute and deliver to each other an instrument confirming
the Commencement Date, but the failure of either party to execute and deliver such an instrument shall not affect the occurrence
of the Commencement Date. Notwithstanding that the Commencement Date may not have yet occurred, from and after the date hereof
until the Commencement Date, upon reasonable prior notice to Sublandlord, Sublandlord shall permit Subtenant or any person or
entity lawfully acting by or through Subtenant to access the Subleased Premises solely for (a) Subtenant’s architect, engineer
and other consultants to measure and inspect the Subleased Premises and (b) Subtenant to inspect and review those certain assets,
as more fully described in Exhibit “B” attached hereto (“Purchased Assets”)
that Subtenant is purchasing from Sublandlord pursuant to the Equipment Sale Agreement, dated as of the date hereof, between Sublandlord
and Subtenant (“Sale Agreement”). Such access and use shall be subject to all the provisions of this
Sublease as if the Commencement Date had otherwise commenced or occurred; provided, however, Subtenant shall not be obligated
to pay Rent with respect to any period prior to the actual Commencement Date. If Subtenant or such person or entity should enjoy
such early access of the Subleased Premises, the Sublease shall be deemed to have so commenced solely for the purpose of causing
Subtenant’s covenants, obligations, indemnities, and other agreements under this Sublease during the Sublease Term to be
effective and binding upon Subtenant during such early access (such as, but not limited to, Subtenant being obligated to obtain
all insurance required of it under this Sublease). Said early access and use shall not advance the Commencement Date or advance
or extend the Expiration Date. If Sublandlord does not deliver the Subleased Premises to Subtenant within 15 days of the Commencement
Date due solely to the actions of Sublandlord, then the first period of rent abatement described in Section 2 below shall be extended
by one day for every day that the Subleased Premises have not been delivered after the Commencement Date, and Subtenant shall
have no obligation to pay any Additional Rent until the Subleased Premises have been delivered by Sublandlord.


 



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2.          Rent.
Subtenant shall pay to Sublandlord rent (the “Base Rent”) at the monthly rate set forth in the schedule
attached hereto as Exhibit “C” in advance on the first day of each and every calendar month during the
Sublease Term, commencing on the Commencement Date, subject to the Credit (as hereinafter defined). If the Commencement Date is
not the first day of a calendar month, then Base Rent for the period commencing on the Commencement Date and ending on the last
day of the month in which the Commencement Date occurs shall be apportioned on the basis of the number of days in such calendar
month that occur during the term hereof. If the Expiration Date is not the last day of a calendar month, then Base Rent for the
period commencing on the first day of the month in which the Expiration Date occurs and ending on the Expiration Date shall be
apportioned on the basis of the number of days in such calendar month that occur during the term hereof. Base Rent and all other
amounts payable by Subtenant to Sublandlord under the provisions of this Sublease (the “Additional Rent”
and together with Base Rent, “Rent”) shall be paid promptly when due, and without deduction, abatement,
counterclaim or setoff of any amount or for any reason whatsoever. Base Rent and Additional Rent payable under the first sentence
of Section 3 below shall also be due without notice or demand therefor. Sublandlord shall have the same remedies for default in
payment of Additional Rent as Sublandlord has for default in payment of Base Rent. All Base Rent and Additional Rent shall be
paid to Sublandlord in lawful money of the United States and, at the election of Subtenant, by (a) wire transfer to an account
designated by Sublandlord or (b) check drawn on a bank which is a member of the New York Clearinghouse at Sublandlord’s
address set forth above (and not the Address for Rent Payment in the Main Lease) or to such other person and/or at such other
address as Sublandlord may from time to time designate by notice to Subtenant given in accordance with this Sublease. No payment
by Subtenant or receipt or acceptance by Sublandlord of any lesser amount than the amount stipulated to be paid hereunder shall
be deemed other than on account of the earliest stipulated Base Rent or Additional Rent; nor shall any endorsement or statement
on any check or letter be deemed an accord and satisfaction, and Sublandlord may accept any check or payment without prejudice
to Sublandlord’s right to recover the balance due or to pursue any other remedy available to Sublandlord in this Sublease
or at law. Except as otherwise set forth in this Sublease, any provision in the Main Lease referring to “Base Rent”
or “Additional Rent” incorporated herein by reference shall be deemed to refer to, respectively, the
Base Rent and Additional Rent due under this Sublease. Notwithstanding the foregoing or anything to the contrary set forth elsewhere
in this Sublease, provided that a Default (as defined in the Main Lease and incorporated herein) has not occurred under this Sublease,
(x) the Base Rent due under this Section 2 and that portion of Additional Rent that constitutes the TIA Payment as described in
and due under the first sentence of Section 3 below for the first three (3) full calendar months following the Commencement Date
(such period being January 1, 2012 through and including March 31, 2012) shall be abated and (y) the Base Rent due under this
Section 2 and the Additional Rent due under the first sentence of Section 3 below for the eight (8) full calendar months prior
to the Expiration Date (such period being August 1, 2012 through and including March 31, 2013) shall be abated (collectively,
the “Credit”); provided, however, if a Default occurs under this Sublease, Subtenant shall no longer
be entitled to any abatement of Base Rent or Additional Rent and, to the extent Sublandlord is required to repay to Main Landlord
any Rent that was abated by Main Landlord during the Sublease Term because of Subtenant’s Default, then Subtenant shall
within ten (10) days following an invoice from Sublandlord therefor, pay to Sublandlord any such amounts required to be repaid
to Main Landlord.


 



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3.          Additional
Rent. Subtenant shall pay to Sublandlord, in advance on the first day of each and every calendar month during the Sublease
Term, commencing on the Commencement Date, an amount equal to the sum of: (x) 1/12 of Tenant’s Share (as defined in Section
5 of the Main Lease, and which the parties agree is 100%) of the then current Annual Estimate (as defined in Section 5 of the
Main Lease, and which the parties agree may be revised by the Main Landlord from time to time) of Operating Expenses (including,
any amounts includable within such Annual Estimate of Operating Expenses pursuant to Sections 5, 9, 11, 13 or 17 of the Main Lease),
plus (y) the Restructured TIA Monthly Payment (as defined in Section 16 of the Fourth Amendment), plus (z) the monthly installment
of the Additional Tenant Improvement Allowance as described in the 2006 Letter Agreement (the amounts due under subparagraphs
(y) and (z) are referred to as the “TIA Payment” and are set forth in Exhibit “C”
and the parties agree that such amounts shall not be revised under this Sublease regardless of whether such amounts are
revised under the Main Lease), subject to any Credit due to Subtenant under Section 2 above. In addition, Subtenant shall pay
to Sublandlord, within ten (10) days following written demand therefor, which demand shall include the supporting documentation
described below, any and all other amounts of Additional Rent (as defined in the Main Lease) that are payable by Sublandlord to
the Main Landlord pursuant to the provisions of the Main Lease only for periods occurring within the Sublease Term, and excluding
amounts attributable to Sublandlord’s default under the Main Lease (except to the extent that Sublandlord’s default
was caused by Subtenant). Sublandlord shall deliver to Subtenant a copy of any statement received by Sublandlord from the Main
Landlord and a statement calculating the amount due from Subtenant. For purposes of determining any Additional Rent due from Subtenant,
including the amounts payable by Subtenant pursuant to this Section 3, any amounts payable by Sublandlord under the Main Lease
which cover a fiscal or other period any part of which occurs before the Commencement Date shall be apportioned according to the
number of days in such period which occur within the portion of the Sublease Term. Additionally, if Sublandlord shall be charged
by reason of Subtenant’s acts or defaults under this Sublease for any sums pursuant to the provisions of the Main Lease,
then Subtenant shall be liable for such sums with respect to the Subleased Premises, and such sums shall be deemed Additional
Rent and collectible as such and shall be payable by Subtenant upon ten (10) days’ written notice from Sublandlord, which
notice shall include a copy of the supporting documentation received by Sublandlord in connection therewith and a statement calculating
the amount of such sums. If Main Landlord issues any credit or refund to Sublandlord in respect of any Base Rent or Additional
Rent paid by Subtenant and relating to any part of the Sublease Term, then Sublandlord shall give to Subtenant a corresponding
credit or refund equal to Subtenant's equitable share of such credit or refund from Main Landlord based on the portion of the
Sublease Term to which such credit or refund relates. To the extent permitted by Main Landlord, Subtenant shall have the right
to exercise the audit rights described in Section 5 of the Main Lease and, to the extent not so permitted by Main Landlord, Sublandlord
shall exercise such rights on Subtenant’s behalf at Subtenant’s sole cost and expense.


 



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4.          Subordinate
to Main Lease. This Sublease is and shall be subject and subordinate to that certain Lease Agreement, dated as of December
18, 2000, by and between Main Landlord, as landlord and Sublandlord, as tenant (the “Original Lease”),
as amended by that certain First Amendment to Lease, dated as of November 29, 2001 (the “First Amendment”),
that certain Second Amendment to Lease, dated as of April 14, 2003 (the “Second Amendment”), that certain
Third Amendment to Lease, dated as of August 28, 2003 (the “Third Amendment”), that certain letter agreement
dated January 13, 2004 (the “2004 Letter Agreement”), that certain Fourth Amendment to Lease,
dated as of October 26, 2005 (the “Fourth Amendment”), that certain letter agreement, dated January
3, 2006 (the “2006 Letter Agreement”), that certain Fifth Amendment to Lease, dated as of July 25, 2006
(the “Fifth Amendment”), that certain Sixth Amendment to Lease, dated as of January 26, 2007 (the “Sixth
Amendment”) and that certain Seventh Amendment to Lease, to be executed between the parties within the time period
set forth in Section 26 (the “Seventh Amendment”) (the Original Lease, as amended by that First Amendment,
Second Amendment, Third Amendment, 2004 Letter Agreement, Fourth Amendment, 2006 Letter Agreement, Fifth Amendment, Sixth Amendment
and Seventh Amendment, is referred to as the “Main Lease”) and to the matters to which the Main Lease
is or shall be subject and subordinate as set forth in Section 27 thereof or otherwise, except such terms, covenants, conditions,
provisions and agreements as are expressly modified herein, clearly inconsistent with the provisions hereof or as deleted in Section
6 below (the “Excluded Provisions”). A copy of the Main Lease has been furnished to, and examined by,
Subtenant. Sublandlord represents and warrants to Subtenant that (i) the copy of the Main Lease furnished to Subtenant by Sublandlord
is a true and complete copy of the Main Lease, and all amendments thereto and modifications thereto; (ii) the Main Lease is in
full force and effect on the date hereof; (iii) neither Sublandlord nor, to the best of Sublandlord’s knowledge, Main Landlord,
is currently in breach of or default under the Main Lease beyond any applicable notice and cure period; (iv) Sublandlord is the
holder of the interest of “Tenant” under the Main Lease and said interest is not the subject of any lien, assignment,
sublease or other hypothecation or pledge in conflict with this Sublease or affecting the Subleased Premises; (v) other than the
consent of Main Landlord, no consent in connection with Sublandlord’s entering into this Sublease is required under any
agreement to which Sublandlord is a party; and (vi) Sublandlord has received no notice of violation of any federal, state or local
laws, regulations, codes, or other requirements affecting the Subleased Premises, the building or the land, which remain uncured.
If for any reason the term of the Main Lease shall terminate prior to the Expiration Date, this Sublease shall thereupon be automatically
terminated and Sublandlord shall not be liable to Subtenant by reason thereof unless either (a) said termination shall have been
effected because of the default of Sublandlord under the Main Lease and Subtenant is not then in Default hereunder (including
all obligations with respect to the Main Lease that are required to be performed by Subtenant) or (b) Sublandlord voluntarily
surrenders or terminates the Main Lease prior to the Expiration Date without Subtenant’s consent, which consent may be given
in Subtenant’s sole discretion. Sublandlord shall not voluntarily surrender the Subleased Premises or terminate the Main
Lease prior to the Expiration Date, including, without limitation, a termination caused by Sublandlord’s exercise of any
right of Sublandlord under the Main Lease to terminate the Main Lease by reason of fire, casualty or condemnation, or, if the
same could adversely affect Subtenant and its rights or obligations hereunder, modify or amend or waive any provision of, the
Main Lease, without Subtenant’s consent, which consent may be given in Subtenant’s sole discretion. Sublandlord agrees
to exercise any rights it may have under the Main Lease against any Holder (pursuant to a Subordination, Non-disturbance and Attornment
Agreement or otherwise) on behalf of Subtenant to protect Subtenant’s rights under this Sublease, at the request and sole
cost of Subtenant.


 



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5.          Security
Deposit. Simultaneous with Subtenant’s execution and delivery of this Sublease to Sublandlord, Subtenant shall deliver
to Sublandlord, and shall maintain at all times during the Sublease Term and through a period which is one hundred and five (105)
days after the later of (a) the expiration or earlier termination of the Sublease Term or (b) Subtenant’s vacating the Subleased
Premises, security in the amount of One Hundred Fifty Eight Thousand, One Hundred Forty-One Dollars ($158,141) (the “Security
Deposit”) in the form of cash. The Security Deposit shall be held by Sublandlord as security for the faithful performance
by Subtenant of all terms, covenants and conditions of this Sublease to be kept and performed by Subtenant and not as an advance
rental deposit or as a measure of Sublandlord’s damage in the case of default. It is agreed that in the event Subtenant
defaults in respect of any of the terms, covenants or provisions of this Sublease, including, but not limited to, the payment
of any Base Rent or Additional Rent, and such default continues beyond the applicable grace or cure period, if any, hereunder,
then Sublandlord may apply such part of the Security Deposit as is required for the payment of any rent or any other sum as to
which Subtenant is in default beyond applicable grace and cure periods or for any sum which Sublandlord may expend or may be required
to expend by reason of Subtenant’s default beyond applicable grace and cure periods in respect of any of the terms, covenants
and conditions of this Sublease, or to compensate Sublandlord for any other loss or damage which Sublandlord may suffer by reason
of Subtenant’s default, including, but not limited to, any damages or deficiency in the reletting of the Subleased Premises,
whether such damages or deficiency accrues before or after summary proceedings or other re-entry by Sublandlord, without thereby
waiving any other rights or remedies of Sublandlord with respect to such default. If Sublandlord applies any part of the Security
Deposit, Subtenant shall, within five (5) days after written demand therefor, deposit with Sublandlord an amount sufficient to
restore the Security Deposit to its original amount and Subtenant’s failure to do so shall constitute an immediate Default,
for which Subtenant is not entitled to any notice or opportunity to cure, notwithstanding anything to the contrary contained herein.
Sublandlord shall not be required to keep the Security Deposit separate from its general funds, nor shall Sublandlord be required
to keep the Security Deposit in an interest-bearing account. If Subtenant shall fully and faithfully comply with all the terms,
covenants and provisions of this Sublease, any remaining portion of the Security Deposit held by Sublandlord as security shall
be returned to Subtenant within one hundred and five (105) days after the later of (a) the expiration or earlier termination of
the Sublease Term or (b) Subtenant’s vacating the Subleased Premises, subject to Sublandlord’s right to withhold the
Security Deposit (or balance thereof) to satisfy any of Subtenant’s obligations which remain unperformed or to cure any
default by Subtenant under this Sublease. In the event of an assignment by Sublandlord of its interest under this Sublease and
the assumption by assignee of Sublandlord’s obligations under this Sublease, Sublandlord shall have the right to transfer
the Security Deposit to the assignee and Sublandlord shall thereupon be released by Subtenant from all liability for the return
of such security, and Subtenant agrees to look to the new Sublandlord solely for the return of such Security Deposit and it is
agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new Sublandlord
so long as such new Sublandlord agrees to the terms and conditions of this sentence.


 



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6.           Incorporation
by Reference.


 


(a)          The
terms, covenants and conditions of the Main Lease are incorporated herein by reference so that, except to the extent that they
are inapplicable or modified by the provisions of this Section 6 hereof or otherwise by this Sublease for the purpose of incorporation
by reference, each and every term, covenant and condition of the Main Lease binding upon or inuring to the benefit of the Main
Landlord shall, in respect of this Sublease, bind or inure to the benefit of Sublandlord, and each and every term, covenant and
condition of the Main Lease binding upon or inuring to the benefit of the Tenant thereunder shall, in respect of this Sublease,
bind or inure to the benefit of Subtenant, with the same force and effect as if such terms, covenants and conditions were completely
set forth in this Sublease, and, except as expressly provided herein, as if the words “Premises,” “Lease”
and “Term”, or words of similar import, wherever the same appear in the Main Lease, were construed to
mean the “Subleased Premises”, this “Sublease” and the “Sublease
Term”, respectively, and as if the words “Mortgage” and “Holder,”
wherever the same appear in Main Lease, were construed to include the Main Lease and this Main Landlord, and as if the words “Landlord”
and “Tenant”, or words of similar import, wherever the same appear in the Main Lease, were construed
to mean, respectively, “Sublandlord” and “Subtenant” in this Sublease:


 


(1)         except
that the term “Landlord” shall be construed to mean Main Landlord wherever the same appears (x) in the
following parts of the Main Lease:


 


a.           the
last sentence of Section 1;


 


b.           Section
9 (except the references to “Landlord” in the fifth sentence and the first reference in the last sentence
shall refer to both Main Landlord and Sublandlord);


 


c.           Section
11 (except the reference to “Landlord” in the second to last sentence shall refer to both Main Landlord
and Sublandlord);


 


d.           Section
13 (except the first reference to “Landlord” in the fourth, fifth, sixth and seventh sentences shall
refer to both Main Landlord and Sublandlord);


 


e.           Section
17; (except the references to “Landlord” in the second, third and fourth paragraphs shall refer to both
Main Landlord and Sublandlord);


 


f.            Sections
18 - 19;


 


g.           the
second sentence of Section 21(b) & (c)(v);


 


h.           Section
26 (except the references to “Landlord” in the last sentence shall refer to both Main Landlord and Sublandlord);


 


i.            Section
30(d) (except the references to “Landlord” in the sixth and last sentences shall refer to both Main
Landlord and Sublandlord);


 



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j.             Section
36 (except the references to “Landlord” in 36(A) and the last sentence shall refer to both Main Landlord
and Sublandlord);


 


k.            Section
38;


 


and
(y) in Section 9 of the Second Amendment; in the third through last sentences of Section 1(a) of the Fifth Amendment; and in the
last sentence of Sections 1 (f) and 1(g) and in Section 11 of the Sixth Amendment.


 


(2)         and
except that the term “Landlord” shall be construed to mean Main Landlord and Sublandlord, (i) as provided
in Section 6(a)(1) above, and (ii) wherever the same appears in the following parts of the Main Lease:


 


a.            the
third, fifth and last sentences of the first paragraph and the entire second paragraph of Section 7;


 


b.            Sections
14 - 16;


 


c.            Section
22(a), the second, third, sixth, seventh and eighth sentences of Section 22 (b), and Sections 22 (c), (e) - (f);


 


d.            Section
30(a) - (b);


 


e.            Section
32 (except that the following proviso shall be added to the end of the first sentence with respect to Sublandlord, and if agreed
in writing with Main Landlord, with respect to Main Landlord: “provided, however, that to the extent on-going, closed manufacturing
processes that require quarantine are occurring at the Subleased Premises, access to the affected portion of the Subleased Premises
shall be permitted on not less than 5 days’ prior written notice”); and


 


f.            Section
33.


 


(b)          The
time limits contained in the Main Lease for the giving of notices, making of demands or performing of any act, condition or covenant
on the part of the lessee thereunder, or for the exercise by the Tenant thereunder of any right, remedy or option required to
be performed by the Tenant under the Main Lease, are changed for the purposes of incorporation herein by reference by shortening
the same in each instance by two (2) days, so that in each instance Subtenant shall have two (2) days less time to observe or
perform hereunder than Sublandlord has as the Tenant under the Main Lease, unless Sublandlord has as Tenant under the Main Lease
three (3) or fewer days in which event Subtenant shall have the time Sublandlord has as Tenant under the Main Lease.


 



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(c)          Except
as expressly provided in this Sublease (including, without limitation, Sections 3, 7 and 17 of this Sublease), the following parts
of the Main Lease shall be deemed deleted for the purposes of incorporation by reference in this Sublease and therefore are not
incorporated herein:


 


(1)         from
the Main Lease,


 


a.           Sections
2 - 4 and 6;


 


b.           the
proviso at the end of the second sentence of Section 30(d) is subject to Main Landlord’s approval;


 


c.           Section
35;


 


d.           Section
39;


 


e.           Section
40(c); and


 


f.            Exhibits
C (including Schedules A and B) and H.


 


(2)         the
entire First Amendment;


 


(3)         from
the Second Amendment,


 


a.           Sections
2 - 4 and 5 - 7;


 


b.           Section
8;


 


c.           Sections
10 - 12; and


 


d.           Exhibit
B.


 


(4)         the
entire Third Amendment;


 


(5)         all
of the 2004 Letter Agreement;


 


(6)         from
the Fourth Amendment,


 


a.           Section
1;


 


b.           Sections
5- 6;


 


c.           Sections
11 - 15 and 17 - 20; and


 


d.           Exhibits
B and C.


 


(7)         all
of the 2006 Letter Agreement except the obligation to pay the monthly installment of the Additional Tenant Improvement Allowance;


 



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(8)         from
the Fifth Amendment,


 


a.           Sections
2 - 4; and


 


b.           Section
6 - 8.


 


(9)         from
the Sixth Amendment,


 


a.           Section
1(d) & (e);


 


b.           Sections
2 - 5 and 7 - 9; and


 


c.           Section
14.


 


(d)          Any
non-liability, waiver, release, defense indemnity or hold harmless provision in the Main Lease for the benefit of the Main Landlord
under the Main Lease that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, the Main
Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this
Sublease, except that in no event shall such non-liability, waiver, release, defense indemnity or hold harmless provision (including
without limitation the environmental indemnity in Section 30 of the Main Lease) be applicable to any claim to the extent (i) arising
from the breach of this Sublease or of the Main Lease by the Sublandlord (unless such breach of the Main Lease is caused by Subtenant),
or (ii) resulting from the negligence or willful misconduct of Sublandlord, its agents, contractors, employees or the Main Landlord,
any other Holder, its agents, contractors or employees, or (iii) arising from any environmental condition existing prior to the
Commencement Date that would have legal or financial consequences for Subtenant. In no event shall Subtenant be liable for consequential
or incidental damages or lost profits of Sublandlord or any Holder.  


 


(e)          Any
right of the Main Landlord of access or inspection and any right of the Main Landlord to do work in the premises demised under
the Main Lease or in the Building and any right of Main Landlord in respect of changing the name and/or address of the Building
and any right of the Main Landlord in respect of rules and regulations shall be deemed to inure to the benefit of Sublandlord,
the Main Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference
in this Sublease.


 


(f)          If
any of the express provisions of this Sublease shall conflict with any of the provisions incorporated by reference, such conflict
shall be resolved in every instance in favor of the express provisions of this Sublease.


 


(g)          Any
services not provided by Main Landlord under Section 11 of the Main Lease shall be the responsibility of Subtenant to obtain,
at Subtenant’s sole cost and expense, subject to the terms and conditions of the Main Lease (including, but not limited
to, cleaning and janitorial, pest control, security, copiers, HVAC/chilled water/generator/purified water maintenance and the
like). Notwithstanding the forgoing, Sublandlord shall use commercially reasonable efforts to cooperate with Subtenant in entering
into any service contracts between Subtenant and third parties with respect to the Subleased Premises, including, if applicable,
assigning to Subtenant any service contracts to which it is a party.


 



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(h)          On
or before December 31, 2011, at Sublandlord’s sole cost and expense, (1) Sublandlord shall prepare and submit to Main Landlord
and Subtenant a Surrender Plan for the Subleased Premises approved by Main Landlord and to the extent such Surrender Plan affects
the obligations of Subtenant or its subsequent use of the Subleased Premises, then approved by Subtenant; and (2) Sublandlord
shall complete the approved Surrender Plan and deliver to Main Landlord and Subtenant evidence that the approved Surrender Plan
has been satisfactorily completed. Moreover, Subtenant shall not have any obligations with respect to the Surrender Plan or the
Subleased Premises prior to the Commencement Date. Notwithstanding anything to the contrary contained in this Sublease (including,
without limitation, the incorporation by reference of Section 28 of the Main Lease), and if agreed in writing with Main Landlord,
Subtenant shall not be required to comply with the provisions of Section 28 if Subtenant retains possession of the Subleased Premises
after the termination of the Sublease Term pursuant to and in accordance with the terms and conditions of the Direct Lease.


 


7.          Performance
by Main Landlord. Upon the written request of Subtenant, Sublandlord, at Subtenant’s sole cost and expense, shall
promptly request of the Main Landlord, and shall use reasonable efforts to obtain from Main Landlord, (i) additional services
as requested by Subtenant pursuant to the terms and provisions of the Main Lease as incorporated herein and (ii) the Main Landlord’s
consent for any action pursuant to the terms and provisions of this Sublease and/or the Main Lease, for which the Main Landlord’s
consent is required. In addition, upon the request of Subtenant, Sublandlord, at Subtenant’s sole cost and expense, shall
also use reasonable efforts to cause Main Landlord to observe and/or perform the obligations of the Main Landlord under the Main
Lease which relate to the Subleased Premises (including, without limitation, Sections 5, 9, 10, 11, 13, 17, 18, 19, 24 and 38
of the Main Lease and Section 1 of the Sixth Amendment); provided, however, that Sublandlord shall not be required
to incur any expense or expend any sums to obtain such enforcement, except to the extent of funds advanced by Subtenant to Sublandlord
for such purpose, which sums shall be repaid by Sublandlord to Subtenant within ten (10) days after Subtenant’s written
demand to Sublandlord therefor, and Sublandlord shall have no liability to Subtenant, nor shall Subtenant’s obligations
under this Sublease be reduced or abated in any manner, by reason of any inconvenience, annoyance, interruption or injury to Subtenant’s
business arising from the Main Landlord’s making repairs or changes which the Main Landlord is required or permitted to
make. Subtenant and Sublandlord agree that after the Commencement Date, Subtenant shall be permitted to have direct communications
with the Main Landlord about matters under the Main Lease including, without limitation, communications with respect to facilities
maintenance and operations matters and services; provided, however, if any matter necessitates formal notice under the Main Lease,
or may be material to Sublandlord, then Subtenant shall provide notice to Sublandlord of such communications simultaneous with
such communications with Main Landlord.  In no event shall Subtenant initiate any communications
with Main Landlord which may have legal or financial consequences for Sublandlord, except indirectly through Sublandlord or as
expressly provided in the second and third sentences of Section 17 hereof. Subtenant shall not in any event have any
rights under this Sublease in respect of the Subleased Premises greater than Sublandlord’s rights under the Main Lease,
and, notwithstanding any provision to the contrary, as to obligations contained in this Sublease by the incorporation by reference
of the provisions of the Main Lease or as to any obligation of the Main Landlord, Sublandlord shall not be required to make any
payment, provide any services or perform any obligation, and Sublandlord shall have no liability to Subtenant for any matter whatsoever,
except for Sublandlord’s obligation to pay the rent due under the Main Lease and otherwise to perform its obligations under
the Main Lease and hereunder (other than any such obligations of Sublandlord under the Main Lease to be performed by Subtenant
under the express terms of this Sublease), and for Sublandlord’s obligation to use reasonable efforts, upon request of Subtenant
and at Subtenant’s sole cost and expense, to cause the Main Landlord to observe and/or perform its obligations under the
Main Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever other than the willful
misconduct of Sublandlord, of the services or facilities that may be appurtenant to or supplied at the Building by the Main Landlord
or otherwise, including, without limitation, heat, air conditioning, water, elevator service and cleaning service, if any; and
no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) abatement, diminution or
reduction of Subtenant’s obligations under this Sublease, or (b) liability on the part of the Sublandlord. Nothing contained
in this Sublease shall be construed to create privity of estate or of contract between Subtenant and the Main Landlord; provided,
however, that the parties acknowledge that Main Landlord and Subtenant are concurrently herewith entering into a new direct lease
(the “Direct Lease”) with respect to the Subleased Premises for a period after the expiration of the
Sublease Term, certain provisions of which take effect prior to the expiration of the Sublease Term (for example, tenant improvement
allowance provisions). Subject to Sublandlord’s obligations set forth in this Section 7, Subtenant waives any right to terminate
this Sublease by reason of damage, casualty loss or any Taking (as defined in the Main Lease) of the Subleased Premises or the
Project or any part thereof.


 



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8.          No
Breach of Main Lease.


 


(a)          Subtenant
shall not do, omit to do, or permit to be done any act or thing which may constitute a breach or violation, after the expiration
of any applicable notice or cure period, of any term, covenant or condition of the Main Lease by the Tenant thereunder, whether
or not such act or thing is permitted under the provisions of this Sublease. If Subtenant shall at any time fail to make any payment
or perform any other obligation of Subtenant hereunder or which it is obligated to assume under the Main Lease, then Sublandlord
shall have the rights set forth in the Main Lease, including, without limitation, Sections 14, 20 and 21, together with such rights
as may be available at law or in equity.


 


(b)          Sublandlord
shall not do, omit to do, or permit to be done any act or thing which may constitute a breach or violation, after the expiration
of any applicable notice or cure period, of any term, covenant or condition of the Main Lease by the Tenant thereunder, whether
or not such act or thing is permitted under the provisions of this Sublease. If Sublandlord shall at any time fail to make any
payment or perform any other obligation of Sublandlord hereunder or under the Main Lease, then Subtenant shall have the rights
set forth in the Main Lease, including, without limitation, Section 31, together with such rights as may be available at law or
in equity. In addition to the foregoing, if Sublandlord shall at any time fail to make any payment of rent under the Main Lease,
then Subtenant shall have the right, but not the obligation, if such payment has not been made 5 days after notice from Subtenant
to Sublandlord, and without waiving or releasing Sublandlord from any obligations of Sublandlord hereunder, to make such payment
to Main Landlord. Sublandlord shall pay to Subtenant upon demand all rent so paid by Subtenant under the previous sentence, and
if Sublandlord does not so pay any such sum within 30 days after demand therefor, Subtenant may offset such sum against Rent thereafter
otherwise payable to Sublandlord, subject to Subtenant’s right thereafter to contest its obligation to pay the same.


 



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9.          Releases.
Subtenant hereby releases Main Landlord to the extent that Sublandlord released Main Landlord and/or Main Landlord was relieved
of liability or responsibility pursuant to the provisions of the Main Lease.


 


10.         Use.
Subtenant shall use and occupy the Subleased Premises in accordance with the Main Lease, and for no other purpose. Subtenant shall
comply with the certificate of occupancy relating to the Subleased Premises and otherwise with Section 7 of the Main Lease to
the extent incorporated herein by reference pursuant to Section 6 hereof.


 


11.         Condition
of Subleased Premises. Subject to Sublandlord’s obligations under the Surrender Plan set forth in Section 6(h) hereof,
Subtenant is leasing the Subleased Premises “as is”, and Sublandlord shall have no obligation to furnish, render or
supply any work, labor, services, material, fixtures, equipment or decorations to make the Subleased Premises ready for Subtenant’s
occupancy. The taking of possession of the Subleased Premises by Subtenant shall be conclusive evidence as against Subtenant that
the Subleased Premises was in satisfactory condition at the time possession was taken. Subtenant’s acceptance of the Subleased
Premises in its “as is” condition is only as against Sublandlord, and does not negate any obligation of Main Landlord
to perform work in the Subleased Premises under the Direct Lease with Subtenant. In making and executing this Sublease, Subtenant
has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and Sublandlord’s
representations in Sections 4 and 24 hereunder. Subtenant acknowledges that Sublandlord has afforded Subtenant the opportunity
for full and complete investigations, examinations, and inspections. The Subleased Premises shall be delivered “broom clean”
and vacant, except that the Purchased Assets shall remain in the Subleased Premises. If this Sublease terminates prior to the
Expiration Date for any reason, Subtenant shall remove the Purchased Assets from the Subleased Premises prior to the effective
date of such termination at the sole cost of Subtenant. Other than as set forth herein, Subtenant acknowledges that no representations
with respect to the condition of the Subleased Premises have been made to it. Notwithstanding the foregoing, the parties acknowledge
that an inspectional review of the Subleased Premises and the Building is being carried out on behalf of Main Landlord and Subtenant
and (i) Subtenant shall use reasonable efforts to cause such inspectional review to be completed within four weeks of the date
of execution of this Sublease by both parties, (ii) both Subtenant and Sublandlord shall have the right to oversee the inspection
and review the resulting report, which shall identify all systems and elements that are not in good working order and legally
compliant, (iii) Main Landlord and Sublandlord shall determine which of Main Landlord and Sublandlord shall be responsible for
correcting each deficiency identified in the report, correction of which is necessary to restore such equipment to good working
order, and shall commit to correcting such deficiencies to good working order prior to the Commencement Date, or, if reasonably
required, within a reasonable time thereafter, and (iv) if Main Landlord and Sublandlord do not come to an agreement within two
(2) weeks following the issuance of such report on allocating the correction of all such deficiencies between Main Landlord and
Sublandlord, including a plan to correct such deficiencies prior to the Commencement Date (or within a time period thereafter,
reasonably satisfactory to Subtenant), then Sublandlord, Subtenant and Main Landlord shall meet and negotiate in good faith for
an additional period not to exceed fifteen (15) days (unless otherwise agreed in writing between Sublandlord and Subtenant) with
the objective of agreeing upon a plan to address any such deficiencies, and if the parties fail to agree upon such a plan, either
Subtenant or Sublandlord shall have the right to terminate this Sublease, and upon termination, Sublandlord shall return the Security
Deposit in accordance with Section 5 and this Sublease shall otherwise have no further force and effect. If Sublandlord fails
to correct any such deficiency within the agreed time period, provided Sublandlord is not diligently working to correct such deficiencies,
then Subtenant shall have the right, but not the obligation, to undertake such work and Subtenant may offset the costs of such
work against Rent thereafter otherwise payable to Sublandlord, provided Subtenant obtains Sublandlord’s written consent
to the costs of such work prior to commencing such work, Sublandlord not to unreasonably withhold or delay such consent.


 



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12.         Assignment
and Sub-Subleases. In no event shall any provision of this Sublease limit or modify any right of Main Landlord under Section
22 of the Main Lease, and Subtenant’s rights under this Section 12 shall be subordinate and subject to such rights of Main
Landlord.


 


13.         Consents
and Approvals. Provided that (i) Sublandlord will incur no liability by reason of granting its consent, (ii) the action
to which Sublandlord is asked to consent has no legal or financial consequences to Sublandlord, and (iii) Subtenant indemnifies,
defends and holds harmless Sublandlord from and against potential liabilities by reason of Main Landlord granting its consent,
Sublandlord shall not withhold its consent to any proposed action requiring the consent of Sublandlord and Main Landlord under
this Sublease that is approved by Main Landlord, and shall diligently pursue any such consent from Main Landlord on behalf of
Subtenant. In any instance when Sublandlord’s consent or approval is required under this Sublease and Sublandlord has agreed
not to unreasonably withhold or delay such consent or approval, Sublandlord’s refusal to consent to or approve any matter
or thing shall be deemed reasonable if the consent or approval of the Main Landlord is required under the terms of the Main Lease
and such consent or approval has not been obtained despite Sublandlord’s request therefor in accordance with Section 7 above.
In the event that Subtenant shall seek the approval by or consent of Sublandlord and Sublandlord shall fail or refuse to give
such consent or approval, Subtenant shall not be entitled to any damages for any withholding or delay of such approval or consent
by Sublandlord, it being intended that Subtenant’s sole remedy shall be an action for injunction or specific performance
and that said remedy of an action for injunction or specific performance shall be available only in those cases where Sublandlord
shall have expressly agreed in writing not to unreasonably withhold or delay its consent.


 


14.         Notices.
All notices, consents, approvals, demands and requests (collectively “Notices”) which are required or
desired to be given by either party to the other hereunder shall be given in accordance with Section 40(a) of the Main Lease that
has been incorporated herein by reference, except that if addressed to: (i) Subtenant then addressed to the following address:
to the Subleased Premises with a copy (which copy shall not constitute notice) to Walter R. McCabe III, Esq., Ropes & Gray
LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600, and (ii) to Sublandlord then addressed to the address where
payments of Base Rent are made with a copy (which copy shall not constitute notice) to Robert J. Gage, Esq., Covington
& Burling LLP, 1201 Pennsylvania Avenue, NW, Washington, DC 20004-2401. Each party hereto may from time to time change the
names and/or addresses to which Notices given to it shall be addressed and sent as aforesaid, by designating such other names
and/or addresses in a Notice given in accordance with the provisions of this Section.


 



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15.         Insurance.
Subtenant, at Subtenant’s sole expense, shall maintain for the benefit of Sublandlord and Main Landlord and any Landlord
Parties such policies of insurance (and in such form) as are provided in the Main Lease with respect to the Subleased Premises
including, without limitation Sections 12 and 17 of the Main Lease, which policies shall be reasonably satisfactory to Sublandlord
as to coverage and insurer (which shall be licensed to do businesss in the State of Maryland). At all times during the term hereof,
Sublandlord shall maintain in full force and effect the commercial general liability policy of insurance with respect to the Subleased
Premises required to be maintained by it under the Main Lease. Subtenant will cause its insurance carriers to include any clauses
or endorsements in favor of Main Landlord and Sublandlord which Sublandlord is required to provide pursuant to the provisions
of the Main Lease.


 


16.         Estoppel
Certificate. Any statement delivered by Sublandlord or Subtenant to the other pursuant to Section 23 of the Main Lease
that has been incorporated herein by reference, may be relied upon by the Main Landlord and by any prospective assignee or transferee
of the leasehold estate under the Main Lease. Any statement delivered by Sublandlord or Main Landlord to the other pursuant to
Section 23 of the Main Lease, may be relied upon by Subtenant.


 


17.         Alterations.
Subtenant shall not make or cause, suffer or permit the making of any Alterations (as defined in the first sentence of Section
12 of the Main Lease, except that the reference therein to the “Premises” shall be a reference to the
Subleased Premises), without in each instance, first (i) obtaining Main Landlord’s irrevocable prior written agreement that
such proposed Alterations may remain in the Subleased Premises at the expiration or earlier termination of the Main Lease and
surrender of the Subleased Premises to Main Landlord under the Main Lease, and that neither Sublandlord nor Subtenant shall have
any removal, repair or restoration obligations with respect to such proposed Alterations at the expiration or earlier termination
of the Main Lease and surrender of the Subleased Premises to Main Landlord under the Main Lease; (ii) obtaining the prior written
consent of Main Landlord, as required under the Main Lease, to install such proposed Alterations; and (iii) complying with this
Sublease, the Main Lease and applicable law with respect to the installation thereof. With respect to any proposed Alterations
in or to the Subleased Premises, Subtenant may submit its written request for consent to make such Alterations to the Subleased
Premises directly to Main Landlord (with a copy to Sublandlord) in accordance with the requirements set forth in Section 12 of
the Main Lease, together with such other information as requested by Main Landlord. In the event that consent from Main Landlord
as hereinabove required is received with respect to any proposed Alterations and such Alterations would not have legal or financial
consequences to Sublandlord (or, to the extent such Alterations would have legal or financial consequences to Sublandlord, the
Main Landlord has agreed that the Sublandlord shall have no responsibility or liability therefor), no further consent shall be
necessary from Sublandlord. Sublandlord agrees not to unreasonably withhold or delay its consent to any Alterations proposed by
Subtenant during the Term that require Sublandlord consent hereunder. If any Alterations are made without Main Landlord’s
consent as required under this Section 17, Sublandlord may remove the same, and may correct, repair and restore the Subleased
Premises and any damage arising from such removal, and Subtenant shall be liable for any and all costs and expenses incurred by
Sublandlord in the performance of this work. Subtenant shall be solely responsible for all costs relating to any approved Alterations,
and shall obtain and maintain all insurance required under the Main Lease with respect to the installation, maintenance and repair
of any approved Alterations. Subtenant shall indemnify Sublandlord from and against any costs, fees or liabilities incurred by
Sublandlord (including, without limitation, under the Main Lease) by reason of any Alterations made by Subtenant to the Subleased
Premises, including, without limitation, all costs and expenses incurred by Main Landlord or Sublandlord with respect to the removal,
repair or restoration of any Alterations made by Subtenant in or to the Subleased Premises. Subtenant's obligations under this
Section 17 shall survive the termination of this Sublease.


 



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18.         Brokerage.
Each party represents to the other that no broker or other person had any part, or was instrumental in any way, in bringing about
this Sublease other than Verity Commercial, which represented Sublandlord (the “Broker”), and each party
shall pay, and shall indemnify, defend and hold harmless, the other from and against, any claims made by any broker or other person
(other than the Broker) for a brokerage commission, finder’s fee, or similar compensation, by reason of or in connection
with this Sublease, and any loss, liability, damage, cost and expense (including, without limitation, reasonable attorneys’
fees) in connection with such claims if such other broker or other person claims to have had dealings with such indemnifying party.
Sublandlord agrees to pay a commission to the Broker in accordance with a separate agreement between Sublandlord and the Broker.


 


19.         Holding
Over. Notwithstanding anything to the contrary contained in this Sublease (including, without limitation, the incorporation
by reference of Section 8 of the Main Lease), Subtenant shall not be deemed to be retaining possession of the Subleased Premises
after the termination of the Sublease Term if such possession shall be pursuant to and in accordance with the terms and conditions
of the Direct Lease.


 


20.         No
Waiver. The failure of a party hereto to insist in any one or more cases upon the strict performance or observance of
any obligation of the other party hereunder or to exercise any right or option contained herein shall not be construed as a waiver
or relinquishment for the future of any such obligation of the other party or any right or option of such party. Sublandlord’s
receipt and acceptance of Base Rent or Additional Rent, or Sublandlord’s acceptance of performance of any other obligation
by Subtenant, with knowledge of Subtenant’s breach of any provision of this Sublease, shall not be deemed a waiver of such
breach. No waiver by a party hereto of any term, covenant or condition of this Sublease shall be deemed to have been made unless
expressed in writing and signed by the other party.


 


21.         Successors
and Assigns. The provisions of this Sublease, except as herein otherwise specifically provided, shall extend to, bind
and inure to the benefit of the parties hereto and their respective successors and permitted assigns. In the event of any assignment
or transfer of the leasehold estate under the Main Lease, the transferor or assignor, as the case may be, shall be and hereby
is entirely relieved and freed of all further obligations under this Sublease.


 



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22.         No
Personal Liability. None of Sublandlord’s nor Subtenant’s respective partners, principals, members, stockholders,
directors, officers, employees, agents or representatives, disclosed or undisclosed, shall have any personal liability under this
Sublease for or in connection with any default or breach by Sublandlord or Subtenant, respectively, of any of the terms, covenants
or conditions of this Sublease to be performed or observed by Sublandlord or Subtenant, respectively, or for any other matter
or thing in connection with the Subleased Premises, this Sublease or otherwise. In any such event, each party hereto shall look
solely to the assets and property of the other party for the satisfaction of any remedy or the collection of any judgment (or
other judicial process) requiring the payment of money, or otherwise, and no property of any partner, principal. member, employee,
agent or representative of either party (other than the property of such party, itself) shall be subject to levy, execution or
other enforcement procedure for the satisfaction of any remedy for any such default or breach, or in connection with any other
matter or thing in connection with the Subleased Premises, this Sublease or otherwise.


 


23.         Interpretation.
Irrespective of the place of execution or performance, this Sublease shall be governed by and construed in accordance with the
laws of the State of Maryland. If any provision of this Sublease or the application thereof to any person or circumstance shall,
for any reason and to any extent, be invalid or unenforceable, the remainder of this Sublease and the application of that provision
to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. The headings
in this Sublease are solely for convenience of reference and shall not affect its interpretation. This Sublease shall be construed
without regard to any presumption or other rule requiring construction against the party causing this Sublease to be drafted.
If any words or phrases in this Sublease shall have been stricken out or otherwise eliminated, whether or not any other words
or phrases have been added, this Sublease shall be construed as if the words or phrases so stricken out or otherwise eliminated
were never included in this Sublease and no implication or inference shall be drawn from the fact that said words or phrases were
so stricken out or otherwise eliminated. Each covenant, agreement, obligation or other provision of this Sublease shall be deemed
and construed as a separate and independent covenant of the party bound by, undertaking or making same. This Sublease may be executed
in one or more counterparts which together shall constitute one instrument.


 


24.         Additional
Representations. Subtenant further represents and warrants to Sublandlord that (i) it has all requisite corporate
power and authority to execute, deliver and perform this Sublease, (ii) all corporate actions required to execute, deliver and
perform this Sublease have been properly taken, (iii) it has executed and delivered this Sublease; and (iv) this Sublease is its
valid, legal and binding agreement, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equity principles. Sublandlord further represents and warrants to Subtenant that (i) it has all requisite corporate
power and authority to execute, deliver and perform this Sublease, (ii) all corporate actions required to execute, deliver and
perform this Sublease have been properly taken, (iii) it has executed and delivered this Sublease; and (iv) this Sublease is its
valid, legal and binding agreement, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equity principles. 


 



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25.         Consent
of Main Landlord. This Sublease is subject to the approval and consent of Main Landlord under Section 22 of the Main Lease,
which Sublandlord agrees to use all reasonable efforts to obtain. This Sublease shall not become effective unless and until a
written approval and consent reasonably acceptable to Subtenant (the “Consent”) is executed and delivered
by the Main Landlord.


 


26.         Post-Closing
Conditions.


 


(a)          If,
within fourteen (14) days of the date of execution of this Sublease by both parties (or such later date as the parties may agree
in writing), Subtenant and the Main Landlord fail to execute a lease for the Building for a term commencing April 1, 2013, as
well as a lease for the premises located at 22 Firstfield Road, Gaithersburg, Maryland 20878 (the “22 Firstfield Premises”),
for a term commencing April 1, 2014, Sublandlord and Subtenant shall each have the right to terminate this Sublease upon written
notice to the other within seven (7) days, whereupon Sublandlord shall return the Security Deposit in accordance with Section
5 and neither party shall have any further obligation to the other pursuant to this Sublease.


 


(b)          If
within fourteen (14) days of the date of execution of this Sublease by both parties (or such later date as the parties may agree
in writing), Sublandlord and the Main Landlord fail to execute an amendment to the lease in effect on the date hereof between
Sublandlord and the Main Landlord with respect to the Building and an amendment to the lease in effect on the date hereof between
Sublandlord and the Main Landlord with respect to the 22 Firstfield Premises, Sublandlord and Subtenant shall each have the right
to terminate this Sublease upon written notice to the other within seven (7) days, whereupon Sublandlord shall return the Security
Deposit in accordance with Section 5 and neither party shall have any further obligation to the other pursuant to this Sublease.


 


(c)          If
within fourteen (14) days of the date of execution of this Sublease by both parties (or such later date as the parties may agree
in writing), the Consent has not been obtained from the Main Landlord under this Sublease or under the sublease between Sublandlord
and Subtenant for the 22 Firstfield Premises, Sublandlord and Subtenant shall each have the right to terminate this Sublease upon
written notice to the other within seven (7) days, whereupon Sublandlord shall return the Security Deposit in accordance with
Section 5 and neither party shall have any further obligation to the other pursuant to this Sublease.


 



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IN WITNESS
WHEREOF, Sublandlord and Subtenant have hereunto executed this Sublease as of the day and year first above written.


 


	 	SUBLANDLORD:
	 	 
	 	INTERCELL USA, INC.,
	 	 a Delaware corporation
	 	 
	 	By:	/s/
    David Venables
	 	 	Name:	David Venables
	 	 	Title:	Chief Operating Officer, USA
	 	 	 	 
	 	By:	/s/
    Jeff Hackman
	 	 	Name:	Jeff Hackman
	 	 	Title:	Senior Vice President, USA
	 	 
	 	SUBTENANT:
	 	 
	 	NOVAVAX, INC.,
	 	a Delaware corporation
	 	 	 	 
	 	By:	/s/
    Stanley C. Erck
	 	 	Name:	Stanley C. Erck
	 	 	Title:	President & Chief Executive Officer


 



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