Exhibit 10.2**LEASE AGREEMENT**(9911 Belward Campus Drive, Rockville, Maryland)     This Lease Agreement (the “**Lease**”) is made as of the [    ] day of [                    ], 2006, by and between Belward C LLC, a Maryland limited liability company (the “**Landlord**”)and Human Genome Sciences, Inc., a Delaware corporation (the “**Tenant**”).**ARTICLE 1. DESCRIPTION OF PREMISES**     1.1 Premises. Landlord hereby leases to Tenant and Tenant leases from Landlord,pursuant to the terms, conditions and uses herein set forth, that certain real property commonlyknown as 9911 Belward Campus Drive, Rockville, Maryland and more particularly described in **ExhibitA-1**attached hereto (the “**Land**”), and a building located on the Land containing approximately289,912 gross square feet of rentable space (the “**Building**”) and all property described on **ExhibitA-2**(together with all property installed in substitution for, or in replacement of, such propertydescribed on **Exhibit A-3**, the “**Other Property**” and, together with the Land and the Building, the“**Premises**”)[**EXHIBIT A-3 SHOULD INCLUDE ALL ITEMS LISTED ON SCHEDULE 1-A (BELWARD OTHER PROPERTY),AND SCHEDULE 1-L (O&M EQUIPMENT WITH RESPECT TO THE BELWARD PROPERTY)]**. The Premises is theproperty of Landlord.**ARTICLE 2. TERM**     2.1 Lease Term. The term of this Lease will be for twenty (20) years commencing on [                        ], 2006 (the “**Commencement Date**”)**[THE LEASE WILL BE DATED THE DATE OF THEBELWARD CLOSING DATE UNDER THE PURCHASE AGREEMENT]**and ending on [                              ], 2026 (“**Lease Term**”). Tenant has two consecutive ten (10) year options to extend theLease Term, as further described in Article 30.**ARTICLE 3. RENT**     3.1 Base Monthly Rental. Tenant shall pay to Landlord at the address set forth inSection 31.10, or such other address as Landlord may advise Tenant in writing, withoutdeduction, offset or prior notice or demand, and Landlord shall accept, as rent for the Premisesthe sum of $1,645,833.33 per month ($19,750,000 per year), subject to adjustments pursuant toSection 3.3 below, in lawful money of the United States payable in advance on the first dayof each month of the term of this Lease. Said monthly installments shall hereinafter be referredto as the “**Base Monthly Rental**.” Tenant has delivered to Landlord the Base Monthly Rental for thefirst month of the term hereof upon execution and delivery of this Lease. For purposes of thisLease, “**Rent**” will mean the Base Monthly Rental plus the Landlord Additional Rent plus the ThirdParty Additional Rent plus any other charges due Landlord by Tenant under this Lease.     3.2 Proration of Rent. For the month in which the Commencement Date occurs, in lieuof the Base Monthly Rental, Tenant will pay Landlord an amount equal to the $54,109.59 multipliedby the number of days remaining in the month from, after and including the Commencement Date.Thereafter, Rent shall be payable in accordance with the terms of Section 
 

 
3.1. The total consideration for the term of this Lease shall be increased by the amountof the installment required by this Section 3.2.     3.3 Annual Adjustments. The Base Monthly Rental will be increased (but not decreased)annually commencing on the first day of the calendar month immediately following the anniversary ofthe Commencement Date, and on each anniversary thereafter, by an amount equal to 2.00% of the BaseMonthly Rental for the preceding year.     3.4 Landlord Additional Rent, Expenses and Costs. Commencing upon the CommencementDate, Tenant shall pay to Landlord (unless otherwise expressly required hereunder to pay directlyto a third party), as additional rent (“**Landlord Additional Rent**”), all sums of money of any andevery sort required to be paid by Tenant to Landlord under this Lease, whether or not the same aredesignated as Landlord Additional Rent. If such amounts or charges are not paid at the timeprovided in this Lease, they shall nevertheless be collectible as Landlord Additional Rent with thenext installment of the Base Monthly Rental thereafter falling due, but nothing herein containedshall be deemed to suspend or delay the payment of any amount of money or charge at the time thesame becomes due and payable hereunder, or limit any other remedy of Landlord. Tenant acknowledgesthat this is an absolute net lease to Landlord. As such, Tenant shall pay, as Landlord AdditionalRent, all costs and expenses relating to the Premises (unless otherwise expressly requiredhereunder to be paid directly to a third party).     3.5 Third Party Additional Rent. Commencing upon the Commencement Date, Tenant shallpay directly to a third party, as additional rent (“**Third Party Additional Rent**”), all sums ofmoney of any and every sort required to be paid by Tenant to a third party under this Lease,whether or not the same are designated as Third Party Additional Rent.     3.6 Late Fees. Tenant acknowledges that late payment by Tenant to Landlord of theBase Monthly Rental or other charges incurred under this Lease will cause Landlord to incur costsnot contemplated by this Lease, the exact amount of such costs being extremely difficult andimpracticable to fix. Such costs include, without limitation, processing, administrative andaccounting charges. If any payment of Base Monthly Rental, Landlord Additional Rent, or othercharges due from Tenant to Landlord is not received by Landlord within 5 business days of when due,such unpaid amounts shall bear interest at the rate of ten percent (10%) per annum (“**Default Rate**”)from the date due to the date of payment. In addition to interest, Tenant shall pay a sum of thegreater of (i) 2% of the overdue amount payable to Landlord or (ii) $50.00 as a late charge (“**LateCharge**”). Late Charges shall constitute Landlord Additional Rent. The parties agree that the LateCharge represents a fair and reasonable estimate of the costs that Landlord will incur by reason oflate payment by Tenant. Acceptance of any Late Charge shall not constitute a waiver of Tenant’sdefault with respect to the overdue amount, or prevent Landlord from exercising any of the otherrights and remedies available to Landlord hereunder.     3.7 Security Deposit. Tenant will pay a security deposit of Nineteen Million SevenHundred and Fifty Thousand Dollars ($19,750,000) (payable in cash or, as and to the extent setforth in Section 3.7.1, in the form of a letter of credit reasonably acceptable toLandlord) (the “**Security Deposit**”). In the event Landlord receives documentation from Tenant thatdemonstrates to Landlord’s reasonable satisfaction that Tenant has achieved a rating of “BBB-” orbetter from Standard & Poor’s Corporation, or “Baa3” or better from Moody’s Investors Service, Inc.(or in each case any successor thereof), Landlord shall return the Security Deposit
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or the letter of credit to Tenant; provided, however, in the event Tenant’s ratingfalls below “BBB-”, Tenant shall, within 15 days after written notice thereof, deposit an amountwith Landlord sufficient to restore said Security Deposit to the amount set forth above andTenant’s failure to do so shall constitute a breach of this Lease.          3.7.1 In lieu of depositing cash as the Security Deposit, Tenant shall have the right todeliver to Landlord an unconditional, irrevocable, standby letter of credit in the amount of thecash Security Deposit otherwise required hereunder, which letter of credit shall (i) be in a formreasonably acceptable to Landlord, (ii) be issued by a financial institution selected by Tenant andreasonably acceptable to Landlord, (iii) be for the benefit of Landlord, but shall be transferableat Tenant’s sole cost and expense by Landlord to any subsequent purchaser or encumbrancer of theBuilding, (iv) be payable by draft sight in a location reasonably acceptable to Landlord uponpresentation of a certification signed by an officer of Landlord which states that an Event ofDefault has occurred under this Lease, and (v) be payable in the event such letter of credit is notrenewed on or before the date which is thirty (30) days prior to its expiration. Any amounts ofcash drawn on a letter of credit Security Deposit will thereafter be treated as a cash SecurityDeposit hereunder.          3.7.2 Tenant shall have the right at any time during the Lease Term upon thirty (30) daysprior written notice to Landlord (i) to replace a cash Security Deposit with a letter of creditwhich complies with all the terms of Section 3.7.1, or (ii) to replace a letter of creditSecurity Deposit with a corresponding amount of cash or another letter of credit which complieswith all the terms of Section 3.7.1.          3.7.3 If Tenant fails to pay Rent when required or fails to perform any other covenantcontained herein, Landlord may use or retain all or any part of the Security Deposit for thepayment of any sum not so paid, or for the payment of any amount which Landlord may spend or becomeobligated to spend by reason of Tenant’s default. If any portion of the Security Deposit is soapplied or used, then Tenant shall, within 5 business days after written notice thereof, deposit anadditional amount with Landlord sufficient to restore said Security Deposit to the amount set forthabove, or replenish the letter of credit to the amount required hereunder, and Tenant’s failure todo so shall constitute a breach of this Lease.          3.7.4 If Tenant has performed all of its monetary and other obligations hereunder at thetermination of this Lease, Landlord shall return said Security Deposit or letter of credit toTenant within 30 days after termination of this Lease, less any amounts required to restore thePremises to good condition and repair, reasonable wear and tear and damage caused by casualty andcondemnation excepted, including repairing any damage resulting from the removal by Tenant of itstrade fixtures or equipment, except that in the event the Tenant exercises its rights to purchasethe Premises, the Security Deposit shall be credited to Tenant at the closing of such purchase orthe letter of credit shall be returned to Tenant, as applicable.          3.7.5 In the event of the sale of the real property of which the Premises constitute a part,Landlord’s successor in interest shall assume Landlord’s obligations with respect to the sums heldas security or advance rent and notify Tenant in writing setting forth the particularity of suchtransfer, including the successor’s name and address. Upon such assumption and writtennotification, Tenant shall have no further claim against Landlord with respect to any such SecurityDeposit and hereby waives all rights against Landlord in such
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regard. Notwithstanding the foregoing, Landlord will remain personally liable to the extentLandlord’s successor in interest fails to assume the Landlord’s obligations with respect to thedeposit as specified above.     3.8 Tenant’s Costs. Within 60 days after the Commencement Date, and within 60 daysafter the beginning of each calendar year, Landlord shall give Tenant a written estimate, for suchcalendar year, of Tenant’s share of the cost of utilities, if not separately metered, taxes andinsurance provided by Landlord (“**Tenant Costs**”). Tenant shall pay such estimated amount to Landlordin equal monthly installments, in advance. Within 90 days after the end of each calendar year,Landlord shall furnish to Tenant a statement showing in reasonable detail the costs incurred byLandlord for the operation and maintenance of the Premises during such year (the “**AnnualStatement**”), and Tenant shall pay to Landlord Tenant’s proportionate share of the cost incurred inexcess of the payments made by Tenant within 10 days of receipt of such statement. In the eventthat the payments made by Tenant for the operation and maintenance of the Premises exceed Tenant’sshare of the cost of same, such amount shall be credited by Landlord to the Rent or other chargesnext due and owing, provided that, if the Lease term has expired, Landlord shall accompany saidstatement with the amount due Tenant. Tenant shall have the right, by giving written noticethereof to Landlord within sixty (60) days after Tenant’s receipt of each Annual Statement, tocontest all or any item comprising Tenant Costs and in connection therewith audit Landlord’s booksand records relating to Tenant Cost covered by the Annual Statement. Landlord shall promptlyprovide Tenant with copies of all bills and records supporting the Tenant Costs or any particularitem of Tenant Costs specified by Tenant in writing. If Tenant fails to deliver a notice ofaudit/contest to Landlord within the aforesaid sixty (60) day period, Tenant shall be deemed tohave accepted the Annual Statement for the applicable calendar year.     3.9 Management Fee. Tenant shall pay to Landlord on the first day of the calendarmonth immediately following the Commencement Date, and on each month thereafter, as LandlordAdditional Rent, a monthly fee to cover costs of property management services and related expensesin an amount equal to Four Thousand One Hundred and Sixty-Six Dollars and 67/100 ($4,166.67) (the“**Management Fee**”), whether or not Landlord incurs fees payable to any third party to provide suchservices and without regard to the actual costs incurred by Landlord for such services.     3.10 Absolute Net Lease. This Lease shall be deemed and construed to be an “absolutenet lease” and, except as herein expressly provided, the Landlord shall receive all paymentsrequired to be made by Tenant, free from all charges, assessments, impositions, expenses,deductions of any and every kind or nature whatsoever. Tenant shall, at Tenant’s sole cost andexpense, maintain the landscaping and parking lot, and make all additional repairs and alterationsas required to maintain the Premises consistent with current practices.**ARTICLE 4. POSSESSION**     4.1 Possession. Tenant hereby acknowledges that immediately prior to the Commencement Date,its wholly owned subsidiary owned the Premises and that Tenant is in possession of the Premises,and is familiar with the condition thereof and accepts the Premises in its “as is” condition withall faults, and Landlord makes no representation or warranty of any kind with respect the Premises,and Landlord will have no obligation to improve, alter or repair
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the Premises, except as specifically set forth herein. It is understood and agreed thatLandlord is not obligated to install any equipment, or make any repairs, improvements oralterations to the Premises.     4.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS EXPRESSLY UNDERSTOOD AND AGREEDTHAT LANDLORD IS LEASING THE PREMISES “AS IS” AND “WHERE IS,” AND WITH ALL FAULTS AND THAT,LANDLORD IS MAKING NO REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, BY OPERATION OFLAW OR OTHERWISE, WITH RESPECT TO THE QUALITY OR PHYSICAL CONDITION OF THE PREMISES, THE INCOME OREXPENSES FROM OR OF THE PREMISES, OR THE COMPLIANCE OF THE PREMISES WITH APPLICABLE BUILDING ORFIRE CODES, ENVIRONMENTAL LAWS OR OTHER LAWS, RULES, ORDERS OR REGULATIONS. WITHOUT LIMITING THEFOREGOING, IT IS UNDERSTOOD AND AGREED THAT LANDLORD MAKES NO WARRANTY WITH RESPECT TO THEHABITABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TENANT AGREES THATIT ASSUMES FULL RESPONSIBILITY FOR, AND THAT IT HAS PERFORMED EXAMINATIONS AND INVESTIGATIONS OFTHE PREMISES, INCLUDING SPECIFICALLY, WITHOUT LIMITATION, EXAMINATIONS AND INVESTIGATIONS FOR THEPRESENCE OF ASBESTOS, PCBS AND OTHER HAZARDOUS SUBSTANCES, MATERIALS AND WASTES (AS THOSE TERMS MAYBE DEFINED HEREIN OR BY APPLICABLE FEDERAL OR STATE LAWS, RULES OR REGULATIONS) ON OR IN THEPREMISES. WITHOUT LIMITING THE FOREGOING, TENANT IRREVOCABLY WAIVES ALL CLAIMS AGAINST LANDLORDWITH RESPECT TO ANY ENVIRONMENTAL CONDITION, INCLUDING CONTRIBUTION AND INDEMNITY CLAIMS, WHETHERSTATUTORY OR OTHERWISE. TENANT ASSUMES FULL RESPONSIBILITY FOR ALL COSTS AND EXPENSES REQUIRED TOCAUSE THE PREMISES TO COMPLY WITH ALL APPLICABLE BUILDING AND FIRE CODES, MUNICIPAL ORDINANCES,ENVIRONMENTAL LAWS AND OTHER LAWS, RULES, ORDERS, AND REGULATIONS.**ARTICLE 5. USE**     5.1 Permitted Use of Premises. The Premises shall be used and occupied by Tenantsolely for laboratory, research, related administration, bio-pharmaceutical manufacturing andrelated health care uses. The Premises shall not be used for any other purposes without firstobtaining the consent of Landlord, which consent shall not be unreasonably withheld.     5.2 Compliance with Laws. Tenant, at Tenant’s sole expense, shall promptly comply, orcause compliance, with all laws, ordinances, zoning restrictions, rules, regulations, orders andrequirements of any duly constituted public authorities now or hereafter affecting the Premises,including the use, safety, cleanliness and occupation of the Premises; provided,however, for the avoidance of doubt, Tenant shall not be responsible for the cost of anymodifications that are required as a result of such legal requirements that are triggered byimprovements to the Premises that are made after the expiration of the Lease.     5.3 Prohibited Uses. Tenant shall not do, bring or keep anything in or about thePremises that will cause a cancellation of any insurance covering the Premises or the Building.
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Tenant shall not use the Premises in any manner that will constitute waste, nuisance orunreasonable annoyance to owners or occupants of nearby properties. Tenant shall not do anythingon the Premises that will cause material damage to the Building. Tenant shall place no loads uponthe floors, walls or ceiling of the Building in excess of the maximum designed load specified byLandlord or which may materially damage the Building.**ARTICLE 6. ALTERATIONS AND ADDITIONS**     6.1 Prohibited Alterations. Tenant shall not make any alterations, improvements oradditions to the Premises, without obtaining Landlord’s prior written consent, except tenant maymake non-structural alterations to the interior of the Premises (excluding the roof) without suchconsent but upon notice to Landlord, as long as they are not visible from the outside, and the costthereof does not exceed $1,000,000 per occurrence or an aggregate amount of $3,000,000 in any12-month period. Notwithstanding the foregoing, Tenant will not do anything that could have amaterial adverse effect on the Building or life safety systems, without obtaining Landlord’s priorwritten consent. For the avoidance of doubt, for purposes of this Section 6.1, a materialadverse effect on the Building shall not include a material adverse effect on the marketability ofthe Building. Any such improvements, excepting movable furniture, trade fixtures and equipment,shall become part of the realty and belong to Landlord. All alterations and improvements shall beproperly permitted and installed at Tenant’s sole cost, by a licensed contractor, in a good andworkmanlike manner, and in conformity with the laws of all applicable duly constituted publicauthorities. Any alterations that Tenant shall desire to make and which require the consent ofLandlord shall be presented to Landlord in written form with detailed plans. Tenant shall: (i)acquire all applicable governmental permits; (ii) furnish Landlord with copies of both the permitsand the plans and specifications before the commencement of the work, and (iii) comply with allconditions of said permits in a prompt and expeditious manner. Any alterations shall be performedin a workmanlike manner with good and sufficient materials. Tenant shall promptly upon completionfurnish Landlord with as-built plans and specifications. Tenant also shall have the right toreplace Other Property that is outdated or broken with properly functioning equivalents.     6.2 Notice of Commencement. At least 20 days prior to commencing any work relating toany alterations, improvements or additions approved by Landlord, Tenant shall notify Landlord inwriting of the expected date of commencement. Tenant shall pay, when due, all claims for labor ormaterials furnished to or for Tenant for use in improving the Premises. Tenant shall not permitany mechanics’ or materialmen’s liens to be levied against the Premises arising out of workperformed, materials furnished, or obligations to have been performed on the Premises by or at therequest of Tenant. Tenant hereby defends, indemnifies and holds Landlord harmless against loss,damage, attorneys’ fees and all other expenses on account of claims of lien of laborers ormaterialmen or others for work performed or materials or supplies furnished for Tenant or itscontractors, agents or employees. If Tenant fails to discharge or undertake to defend against suchliability, upon receipt of written notice from Landlord of such failure, Tenant shall have fifteen(15) days (the “**Defense Cure Period**”) to cure such failure by prosecuting such a defense. IfTenant fails to do so within the Defense Cure Period, then Landlord may settle the same andTenant’s liability to Landlord shall be conclusively established by such settlement provided thatsuch settlement is entered into on commercially reasonable terms and conditions, the amount of suchliability to include both the settlement consideration and the costs and expenses (includingattorneys’ fees) incurred by Landlord in effecting such settlement. In the
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event any contractor, agent or employee notifies Tenant of its intent to file a mechanics’ ormaterialmen’s lien against the Premises, Tenant shall immediately notify Landlord of such intentionto file a lien or a lawsuit with respect to such lien. Landlord should also immediately notifyTenant if any complaint, lawsuit or other action with respect to a mechanic’s lien is filed orcommenced. Within the time period allotted to answer such action, such complaint or respond tosuch lawsuit or other action, Tenant shall either: (a) settle the lawsuit without recourse toLandlord, at Tenant’s sole cost and expense, or (b) post such bond as may be required underMaryland law to preclude the granting of a mechanics’ or materialmen’s lien against the Premises.     6.3 Trade Fixtures. Tenant may install trade fixtures, machinery or other tradeequipment in conformance with the ordinances of all applicable duly constituted public authorities.Tenant may remove any of such trade fixtures or machinery upon the termination of this Lease. Inthe event that Tenant installs improvements, machinery or trade fixtures, or makes any alterations,Tenant shall, at Landlord’s option, return the Premises on termination of this Lease tosubstantially the same condition as existed on the Commencement Date, reasonable wear and tear anddamage caused by casualty and condemnation excepted, including the removal of improvements oralterations approved by Landlord in Section 6.1; provided, however, if suchimprovements or alterations were approved by Landlord, Tenant shall only be required to remove suchimprovements or alterations if Landlord’s approval was conditioned upon Tenant’s removal of suchimprovements or alterations. In the event Landlord’s approval is not required, Tenant may providewritten notice to Landlord of such improvement or alteration and request confirmation on whethersuch improvement or alteration will be required to be removed at the termination of this Lease.Tenant shall, in any event, repair any damage resulting from the removal of machinery or tradefixtures of Tenant. Tenant shall have the absolute right before the end of the Term to repair orremove any Tenant owned equipment or machinery from the Premises. Notwithstanding the foregoing,in no event shall Tenant remove any Other Property from the Premises.     6.4 Future Developments. Subject to Section 31.17, in the event Landlordelects, in its sole discretion, to sell or transfer any right with respect to the futuredevelopment of the Land, Landlord may do so in its sole discretion. The Land currently has certainentitlements that are unnecessary for the operation and use of the Premises and, notwithstandinganything to the contrary in this Lease or the Option Agreement entered into in connection herewith,Landlord shall have the right to transfer, terminate or modify these rights, in its sole andabsolute discretion, provided that such adjustments do not have a material adverse effect on theTenant’s operation or use of the Land or the use of the Premises.**ARTICLE 7. SURRENDER OF PREMISES**     7.1 Conditions upon Surrender. Upon the expiration, or earlier termination, of thisLease, Tenant shall surrender the Premises to Landlord in substantially the condition existing asof the Commencement Date, normal wear and tear, casualty, condemnation, acts of God and Landlordapproved alterations that Landlord has notified Tenant may remain on the Premises excepted, withall interior walls in good repair and repainted if marked, all carpets shampooed and cleaned, theHVAC equipment, plumbing, electrical and other mechanical installations in good operating order,and all floors cleaned and waxed, all to the reasonable satisfaction of Landlord. Tenant shallremove from the Premises all of Tenant’s alterations which Landlord
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requires Tenant to remove pursuant to Section 6.3 and all Tenant’s personal property,and shall repair any damage and perform any restoration work caused by such removal. Landlord andTenant shall each initial and attach a narrative description or floor plan of the Premises to thisLease, to be incorporated herein as **Exhibit B**. Said narrative description or floor plan shalldescribe, among other things, those interior improvements which are to remain in the Premises uponexpiration, or earlier termination, of this Lease. All of the Other Property (other than OtherProperty that has been replaced in accordance with Section 6.1) and all replacements forsuch Other Property shall remain with the Premises, unless Landlord has previously notified Tenantthat such Other Property may be removed from the Premises. It is the intent of the parties thatthe condition of the Premises, after Tenant’s removal, be in substantial conformance with thelayout reflected in **Exhibit B**. If Tenant fails to remove such alterations and Tenant’s personalproperty (which excludes all Other Property and replacements for such Other Property) which Tenantis authorized and obligated to remove pursuant to the above, and such failure continues after thetermination of the Lease, Landlord may retain such property and all rights of Tenant with respectto it shall cease, or Landlord may place all or any portion of such property in public storage forTenant’s account. Tenant shall pay to Landlord upon demand costs of removal of such alterations andTenant’s personal property and storage and transportation costs of same, and the cost of repairingand restoring the Premises, together with attorneys’ fees and interest at the Default Rate on saidamounts, from the date of expenditure by Landlord. If the Premises are not so surrendered at thetermination of this Lease, Landlord may, in its sole discretion, either (a) upon written notice toTenant, treat Tenant as a month-to-month tenant at will, subject to all the terms, covenants andconditions of this Lease, or (b) proceed with an unlawful detainer action and pursue all otherrights and remedies available to Landlord. Notwithstanding the foregoing, Tenant shall not removefrom the Premises any base building electrical, plumbing, HVAC, life safety systems; and attachedlaboratory benches, autoclaves, climatized rooms, and gas and liquid distribution systems.**ARTICLE 8. UTILITIES AND SERVICES**     8.1 Utilities. Tenant shall make all arrangements for and pay for all water, sewer,gas, heat, light, power, telephone service and any other service or utility Tenant requires at thePremises. Landlord shall not be liable for any failure or interruption of any utility service beingfurnished to the Premises, and no such failure or interruption shall entitle Tenant to terminatethis Lease; *provided, however*, that Tenant will be entitled to Rent abatement in connection withany such failure or interruption to the extent Landlord receives lost rental income insuranceproceeds.     8.2 Landlord Service. In the event that any utilities are furnished by Landlord,Tenant shall pay to Landlord the cost thereof in the manner set forth in Section 3.8.Tenant’s cost shall be the total cost shown on utility meters servicing the Premises and anyextraordinary use which may be made by Tenant.**ARTICLE 9. INDEMNIFICATION**     9.1 Indemnity of Landlord. Tenant hereby agrees to indemnify, defend (with attorneysapproved by Landlord), protect, and hold Landlord and Landlord’s agents, employees, directors,officers, managers, members, partners, affiliates, independent contracts and property managers(“**Landlord’s Agents**”), harmless from any and all liabilities, costs, expenses and losses by reasonof injury to person or property (“**Losses**”), caused by, arising out of, or related
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to, the condition of the Premises or the use or occupancy of the Premises by Tenant, its agents,directors, officers, managers, members, partners, affiliates, independent contractors and propertymanagers, or invitees (“**Tenant’s Agents**”), including without limitation, any liability for injuryto the person or property of Tenant or Tenant’s Agents, but excepting any Loss resulting from thewillful breach of the Lease by Landlord or the gross negligence or willful misconduct of Landlordor Landlord’s Agents. Tenant’s obligations hereunder shall survive the termination of this Leasewith respect to any claims or liability arising in connection with any event occurring prior tosuch termination.     9.2 Waiver of Claims. Tenant, as a material part of the consideration rendered toLandlord in entering into this Lease, hereby waives all claims against Landlord for damages togoods, wares, machinery, trade fixtures, or other property of Tenant, Tenant’s Agents or any otherperson in or about the Premises, whether such damage or injury is caused by or results fromLandlord’s negligence, fire, steam, electricity, gas, water or rain, or from the breakage, leakage,obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC orlighting fixtures, or from any other cause, whether the said injury or damage results fromconditions arising upon the Premises or upon other portions of the building of which the Premisesare a part, or from other sources or places, but excepting any claims resulting from the grossnegligence or willful misconduct of Landlord or Landlord’s Agents. Notwithstanding Landlord’snegligence or breach of this Lease, Landlord shall under no circumstances be liable for loss ofprofits or special, incidental or consequential damages arising therefrom.     9.3 Landlord Indemnification. Landlord agrees to indemnify Tenant and hold itharmless from any and all loss, cost, damage, expense and liability (including without limitationcourt costs and reasonable attorneys’ fees) incurred in connection with or arising from any Losses,caused by the gross negligence or willful misconduct of Landlord and/or any of Landlord’s Agents.The obligations of Landlord under this Section 9.3 shall survive the termination of thisLease with respect to any claims or liability arising in connection with any event occurring priorto such termination.     9.4 Claims for Indemnification. If any indemnitee under Sections 9.1 or9.3 above (an “**Indemnitee**”) shall believe that such Indemnitee is entitled toindemnification pursuant to this Article 9 in respect of any Losses, such Indemnitee shall give theappropriate indemnifying party (each, as applicable, an “**Indemnifying Party**”) prompt written noticethereof. Any such notice shall set forth in reasonable detail and to the extent then known thebasis for such claim for indemnification. The failure of such Indemnitee to give notice of anyclaim for indemnification promptly shall not adversely affect such Indemnitee’s right to indemnityhereunder except to the extent that such failure adversely affects the right of the IndemnifyingParty to assert any reasonable defense to such claim.     9.5 Defense of Claims. In connection with any claim which may give rise to indemnityunder this Article 9 resulting from or arising out of any claim or proceeding against an Indemniteeby a person that is not a party hereto, the Indemnifying Party shall (unless such Indemnitee electsnot to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee,assume the defense of any such claim or proceeding. The Indemnifying Party shall select counselreasonably acceptable to such Indemnitee to conduct the defense of such claim or proceeding, shalltake all steps necessary in the defense or settlement thereof and shall at all times diligently andpromptly perform resolution thereof. Without the prior written
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consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Partywill not enter into any settlement of, or any claim or proceeding which would lead to liability orcreate any financial or other obligation on the part of the Indemnitee for which the Indemnitee isnot entitled to indemnification hereunder. Without the prior written consent of the IndemnifyingParty, which consent shall not be unreasonably withheld, the Indemnitee will not enter into anysettlement or any claim or proceeding which would lead to liability or create any financial orother obligation on the part of the Indemnifying Party unless the Indemnifying Party has, afterwritten notice, failed or refused to acknowledge responsibility for or defend such claim orproceeding within a reasonable period of time after notice is provided pursuant to Section9.4. If the Indemnifying Party fails to discharge or undertake to defend against suchliability, upon receipt of written notice from the Indemnitee of such failure, the IndemnifyingParty shall have the Defense Cure Period to cure such failure by prosecuting such a defense. Ifthe Indemnifying Party fails to do so within the Defense Cure Period, then the Indemnitee maysettle the same and the Indemnifying Party’s liability to the Indemnitee shall be conclusivelyestablished by such settlement provided that such settlement is entered into on commerciallyreasonable terms and conditions, the amount of such liability to include both the settlementconsideration and the costs and expenses (including attorneys’ fees) incurred by the Indemnitee ineffecting such settlement.**ARTICLE 10. INSURANCE**     10.1 Landlord’s Insurance. Tenant shall maintain, a policy or policies of insuranceprotecting Landlord against the following:          10.1.1 Fire and other perils normally included within the classification of fire and extendedcoverage, together with insurance against vandalism and malicious mischief, to the extent of thefull replacement cost of the Premises, including, at Landlord’s option, earthquake and floodcoverage, exclusive of trade fixtures, equipment and improvements insured by Tenant, with agreedvalue, full replacement and other endorsements which Landlord may elect to maintain.          10.1.2 At least thirty-six (36) months of rental loss insurance and to the extent of 100% ofthe gross rentals from the Building of which the Premises constitute a part.          10.1.3 Public liability and property damage insurance for Landlord with respect to commonareas in amounts (i) not less than $1,000,000 for injury or death to any one person in any oneaccident or occurrence, (ii) not less than $2,000,000 for injury or death to more than one personin any one accident or occurrence, (iii) not less than $4,000,000 of excess umbrella liabilityinsurance, and, (iv) not less than $200,000 per occurrence for damage to Premises.          10.1.4 At Landlord’s sole option, environmental liability or environmentalclean-up/remediation insurance in such amounts and with such deductibles and other provisions asLandlord may determine in its sole and absolute discretion.          10.2 Payment. Tenant shall pay the cost of insurance required in Section10.1.          10.3 Tenant’s Insurance. Tenant shall maintain at its sole cost and expense, in forcea policy or policies of insurance protecting Landlord and Tenant against each of the following:
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          10.3.1 Comprehensive general liability insurance with respect to the Premises insuring againstbodily injury or death and property damage in amounts (i) not less than $5,000,000 in theaggregate, (ii) not less than $3,000,000 per occurrence and (iii) not less than $20,000,000 ofexcess umbrella liability insurance. Landlord shall be included as additional insured. The amountof such public liability insurance shall be increased from time to time as Landlord may reasonablydetermine. All such bodily injury and property damage insurance shall specifically insure theperformance by Tenant of the indemnity agreement as to personal injury or property damage containedin Article 9.          10.3.2 Insurance covering alterations, additions or improvements permitted under Section6, trade fixtures and personal property from time to time in or upon the Premises in an amountnot less than 80% of their full replacement cost from time to time during the term of this Lease,providing protection against any peril included within the classification “fire and extendedcoverage,” for the repair or replacement of the property damaged or destroyed unless this Leaseshall terminate pursuant to Section 19 hereof.          10.3.3 All policies of insurance to be provided by Tenant shall be issued by insurancecompanies, with general policy holder’s rating of not less than A and a financial rating of notless than Class X as rated in the most current available “Best’s” Insurance Reports, and admittedto do business in the State of Maryland. Such policies shall be issued in the name of Tenant. Thepolicies provided by Tenant shall be for the mutual and joint benefit and protection of Landlordand Tenant, and executed copies of such policies of insurance or certificates thereof shall bedelivered to the Landlord within 10 days after the Commencement Date and, thereafter, within 10days prior to the expiration of the term of each such policy. All public liability and propertydamage policies shall contain a provision that the Landlord, although named as an additionalinsured in the case of public liability coverage and as an insured in the case of property damagepolicies, shall nevertheless be entitled to recover under said policies for any loss occasioned toit or Landlord’s Agents by reason of the negligence of the Tenant. Upon the expiration ortermination of any such policy, renewal or additional policies shall be procured and maintained bythe Tenant to provide the required coverage. All policies of insurance delivered to Landlord mustcontain a provision that the company writing said policy will provide to Landlord 30 days notice inwriting in advance of any cancellation or lapse or the effective date of any reduction in theamounts of insurance. All public liability, property damage and other casualty policies shall bewritten as primary policies, not contributing with and not in excess of coverage which Landlord maycarry.          10.3.4 Notwithstanding anything to the contrary, Tenant’s obligation to carry the insurancedescribed in this Section may be brought within the coverage of a so-called blanket policy orpolicies of insurance carried and maintained by the Tenant, provided that (i) Landlord will benamed as an additional insured thereunder as their interests may appear, (ii) the coverage affordedLandlord will not be reduced or diminished by reason of the use of such blanket policy ofinsurance, and (iii) the requirements set forth herein are otherwise satisfied. Tenant agrees topermit Landlord at all reasonable times to inspect the policies of insurance of Tenant covering thePremises for policies which are not required to be delivered to Landlord.     10.4 Release of Subrogation Rights. Landlord and Tenant hereby mutually release eachother from liability and waive all right to recover against each other for any loss from perilsinsured against under their respective insurance policies, including any extended coverage and
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special form endorsements to said policies; provided, however, this Section shall be inapplicableto the extent the waiving and releasing party is unable, notwithstanding its good faith efforts, toobtain the requisite coverage from its insurer. The parties shall obtain, if available, from theirrespective insurance companies, a waiver of any right of subrogation which said insurance companymay have against the Landlord or the Tenant, as the case may be.     10.5 Failure to Provide Insurance. Tenant acknowledges that any failure on its partto obtain or maintain the insurance required under Sections 10.1 and 10.3 willexpose Landlord to risk and potentially cause Landlord to incur costs not contemplated by thisLease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month orportion thereof the Tenant does not maintain the required insurance and/or does not provideLandlord with the required binders or certificates evidencing the existence of the requiredinsurance, the Base Monthly Rental shall be automatically increased, without any requirement fornotice to Tenant, by an amount equal to two percent (2%) of the then existing Base Monthly Rental.The parties agree that such increase in the Base Monthly Rental represents fair and reasonablecompensation for the additional risk costs that Landlord will incur by reason of Tenant’s failureto maintain the required insurance. Such increase in Base Monthly Rental shall in no eventconstitute a waiver of Tenant’s default or breach with respect of the failure to maintain suchinsurance, prevent the exercise of any of the other rights and remedies granted hereunder, norrelieve Tenant of it’s obligations to maintain the insurance specified in this Lease. In the eventTenant does not maintain the insurance required under this Article 10, Landlord may, inLandlord’s sole and absolute discretion, obtain such insurance and Tenant shall pay Landlord asLandlord Additional Rent all costs and expenses in connection with such policy or policies ofinsurance.     10.6 Notice to Landlord. On the Commencement Date, and no later than 10 days beforeany insurance required under this Article 10 expires or is cancelled, Tenant shall deliverto Landlord certificates of insurance evidencing Tenant’s maintenance of all insurance requiredunder this Article 10, in each case providing coverage for at least one year from the datedelivered. Upon receipt of each policy of insurance evidencing insurance required under thisArticle 10, Tenant shall promptly deliver a copy of any such policy of insurance toLandlord. In the event of any dispute regarding Tenant’s compliance with the insurancerequirements of this Lease, Landlord may at Landlord’s option obtain a certificate from Tenant’sinsurance broker confirming such compliance. In addition to the obligations under this Section10.6, Tenant shall direct the insurance carrier to give Landlord 10 days’ prior written noticeof cancellation or nonrenewal of any insurance required under this Article 10.**ARTICLE 11. TAXES**     11.1 Personal Property Taxes. Tenant shall pay prior to delinquency all taxes,assessments, license fees, and other public charges levied, assessed or imposed or which becomepayable during the term of this Lease upon any trade fixtures, furnishings, equipment and all otherpersonal property of Tenant installed or located in the Premises. Whenever possible, Tenant shallcause said trade fixtures, furnishings, equipment and personal property to be separately assessed.     11.2 Real Estate Taxes. Landlord shall provide Tenant the real estate tax bills inits possession at least 45 days before such taxes are due and payable. Tenant shall also pay atleast 20 days before due any and all real estate taxes, as defined in Section 11.3, assessed orimposed,
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or which become a lien upon or become chargeable against or payable in connection with thePremises. Within five business days after such payment, Tenant shall provide Landlord evidence ofsuch payment in a form reasonably acceptable to Landlord. In the event that the Premises are notseparately assessed, Tenant shall pay an equitable proportion of the real estate taxes andassessments for all the land and improvements included within the tax parcel(s) assessed, suchproportion shall be determined by Landlord from the respective valuations assigned in theassessor’s worksheets and such other information as is reasonably available to Landlord, includingthe Building and any special improvements constructed for the benefit of Tenant. Real estate taxesfor the last year of the term of this Lease shall be prorated between Landlord and Tenant as of theexpiration date of the term. With respect to any assessments which may be levied against or uponthe Premises, or which under the laws then in force may be evidenced by improvement or other bondsand may be paid in annual installments, only the amount of such annual installment, withappropriate proration for any partial year, and interest thereon, shall be included within acomputation of taxes and assessments levied against the Premises. In the event that Tenant incursa Late Charge on the payment of the Base Monthly Rental or fails to pay any real estate taxes atleast 20 days before due, Landlord may estimate the current real estate taxes, and require thatsuch taxes be paid in advance to Landlord by Tenant monthly in advance with the payment of the BaseMonthly Rental. Such monthly payment shall be equal to the amount of the estimated installment oftaxes divided by the number of months remaining before the month in which such installment becomesdelinquent. When the actual amount of the applicable tax bill is known, the amount of such equalmonthly advance payments shall be adjusted as required to provide the funds needed to pay theapplicable taxes. If the amount collected by Landlord is insufficient to pay such real estatetaxes when due, then Tenant shall pay Landlord, upon demand, such additional sum as is necessary.Advance payments may be intermingled with other moneys of Landlord and shall not bear interest. Inthe event of a breach by Tenant in the performance of its obligations under this Lease, then anysuch advance payments may be treated by Landlord as an additional security deposit.     11.3 Definition of Taxes. For purposes of this Lease, “real estate taxes” shall alsoinclude each of the following:          11.3.1 Any form of assessment, license fee, license tax, bond or improvement bond, businesslicense tax, commercial rental tax, levy, charge, penalty, or tax, imposed by any authority havingthe direct power to tax, including any city, county, state or federal government, or any school,agricultural, lighting, drainage or other improvement or special district thereof, as against anylegal or equitable interest of Landlord in the Premises, personal property or the real property ofwhich the Premises constitute a part;          11.3.2 Any assessment, tax, fee, levy or charge in substitution, partially or totally, of anyassessment, tax, fee, levy or charge previously included with the definition of real estate tax. Itis the intention of Tenant and Landlord that all such new and increased assessments, taxes, fees,levies and charges and all similar assessments, taxes, fees, levies and charges be included withinthe definition of real estate tax for purposes of this Lease;          11.3.3 Any tax allocable to or measured by the area of the Premises or the rental payablehereunder, including without limitation, any gross income tax or excise tax levied by the State,any political subdivision thereof, city, or federal government, with respect to the receipt of such rental, or upon or with respect to the possession, leasing, operating, management,
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maintenance, alteration, repair, use of occupancy by Tenant of the Premises, or any portionthereof;          11.3.4 Any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed byreason of events occurring during the term of this Lease, and (ii) levied or assessed on machineryor equipment, if any, provided by Landlord to Tenant pursuant to this Lease; and          11.3.5 “Real estate taxes” shall not include Landlord’s federal or state income, franchise,inheritance or estate taxes.     11.4 Contest. Notwithstanding anything to the contrary in this Lease, Tenant shallhave the exclusive right to contest, at its sole cost, by appropriate legal proceedings diligentlyconducted in good faith, the amount or validity of any real estate taxes; taxes in connection withthe Other Property; the valuation, assessment, or reassessment (whether proposed, phased, or final)of the Premises for real estate taxes; and the amount of any such tax (any of the foregoing, a“**Contest**”). Tenant may defer payment or performance of the contested obligation pending outcome ofthe Contest, provided that Tenant causes the following conditions (collectively, the “**ContestConditions**“) to remain satisfied:          11.4.1 No Liability. Such deferral or noncompliance creates no material risk of alien, charge, or other liability of any kind against the Premises, unless Tenant has given Landlorda bond, letter of credit, or other security reasonably satisfactory to Landlord equal to thereasonably estimated amount of such lien, charge, or other liability.          11.4.2 No Forfeiture. Such deferral or noncompliance will not place the Premises inmaterial danger of being forfeited or lost.          11.4.3 No Cost to Landlord. Such Contest shall be without cost, liability, or expenseto Landlord.          11.4.4 Prosecution. Tenant shall prosecute such Contest with reasonable diligence andin good faith.          11.4.5 Diligence. If required for such Contest, Tenant shall have paid the contestedreal estate taxes or other matter.          11.4.6 Collection of Real Estate Taxes. If such Contest relates to any real estatetax, then such Contest shall suspend its collection from Landlord and the Land.          11.4.7 No Tax Deed. If, at any time, payment of any real estate taxes is necessary toprevent the imminent (i.e., within 30 days) delivery of a tax deed to the Land for nonpayment, thenTenant shall pay or cause to be paid the sums in sufficient time to prevent delivery of such deed.          11.4.8 No Event of Default. No Event of Default shall exist under this Lease at thetime of such Contest.
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          11.4.9 Named Parties. If Landlord has been named as a party in any action, thenTenant shall cause Landlord to be removed as such party and Tenant substituted in Landlord’s place,if permissible under the circumstances.     11.5 Tax Credits. For the avoidance of doubt, any and all tax credits including butnot limited to tax credits obtained by the Tenant with respect to the Premises from the State ofMaryland and Montgomery County under §9-230 of the Tax-Property Article of the Annotated Code ofMaryland, and Chapter 52, Article X of the Montgomery County Code shall inure solely to the benefitof the Tenant.     11.6 Landlord Obligations and Protections*.*Landlord need not join in any Contest unless(a) Tenant has complied with the Contest Conditions; and (b) such Contest must be initiated orprosecuted in Landlord’s name. In such case, Landlord shall cooperate, as Tenant reasonablyrequests, to permit the Contest to be prosecuted in Landlord’s name. Landlord shall give Tenantany documents, deliveries, and information in Landlord’s control and reasonably necessary forTenant to prosecute its Contest. Tenant shall pay all reasonable costs and expenses, includinglegal costs, of any Contest. Tenant shall, at Landlord’s request, advance (when Landlord incursthem) such reasonable costs and expenses that Landlord incurs or reasonably anticipates incurring,for Tenant’s Contest and Landlord’s assistance with such Contest.     11.7 Miscellaneous*.*When Tenant concludes Tenant’s Contest of any real estate taxes, Tenantshall pay the amount of such real estate taxes (if any) as has been finally determined in suchContest to be due, to the extent attributable to periods within the Lease Term, and any costs,interest, penalties, or other liabilities in connection with such real estate taxes. Tenant shallbe entitled to any refund of such real estate taxes (if any) attributable to periods within theLease Term. Except for the last two years of the Term, so long as the Contest Conditions remainsatisfied, Landlord shall enter no objection to any Contest. Except for the last two years of theTerm, Landlord may contest any matter for which Tenant is entitled to (but does not) prosecute aContest, but only if: (a) Landlord notifies Tenant of Landlord’s intention to do so; (b) Tenantfails to commence such Contest within 15 days after receipt of such Notice; and (c) Landlord’scontest complies with all conditions and covenants that would apply to a Contest by Tenant,transposing references to the parties and their interests as appropriate.**ARTICLE 12. MAINTENANCE OF PREMISES**     12.1 Care of Premises Generally. Tenant shall, at its sole cost and expense keep thePremises and exterior and interior portions of windows, doors, and all other glass or plate glassfixtures in a working, neat, clean, sanitary, safe condition and repair at a standard that iscomparable to the levels on the Commencement Date, and shall keep the Premises free from trash,rubbish and dirt. Tenant shall make all repairs or replacements thereon or thereto, whetherordinary or extraordinary, normal wear and tear, and damage caused by casualty and condemnationexcepted. Landlord shall not be required to furnish any services or facilities or to make anyrepairs, replacements, or alterations of any kind in or on the Premises. Tenant shall receive allinvoices and bills relative to the Premises and, except as otherwise provided herein,shall pay for all expenses directly to the person or company submitting a bill without first havingto forward payment for the expenses to Landlord.
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     12.2 Maintenance of Equipment. Tenant shall, at its sole cost and expense, keep andmaintain all utilities, fixtures and mechanical equipment used, or available for use, by Tenant(wherever located) in good working order, condition and repair. Said items shall include, but arenot limited to, all plumbing or sewage facilities in the Premises, doors, locks and closingdevices, windows, including glass, lights, electric systems and equipment, heating and airconditioning systems and equipment, and all other appliances and equipment of every kind.     12.3 Roof, Walls, Foundation and Structural. At its cost and expense, Tenant willkeep in good condition and repair the roof, foundation, load bearing walls and structural elementsof the Premises to keep the Premises in substantially the same condition and repair existing as ofthe Commencement Date, normal wear and tear, and damage caused by casualty and condemnationexcepted.     12.4 Maintenance of Exterior Areas. Tenant shall maintain the exterior areas in aneat, clean and orderly condition, properly lighted and landscaped, including, but not limited to,general maintenance, repairs, pest control, resurfacing, painting, restriping, cleaning, sweepingand trash removal; maintenance and repair of sidewalks and curbs; sprinkler systems, planting andlandscaping; lighting, water, music and other utilities; directional signs and other markers andbumpers; maintenance and repair of any fire protection systems, automatic sprinkler systems,lighting systems, storm drainage systems and any other utility systems; personnel to implement suchservice and to police the common areas; and police and fire protection services. Exterior areasshall include all areas within the Premises outside the exterior boundaries of the buildingssituated thereon, including, but not limited to, streets, driveways, parking areas, truckways,delivery passages, loading doors, sidewalks, ramps, open and closed courts and malls, landscapedand planted areas, exterior stairways, bus stops, retaining and decorative walls and planters, andother areas provided for the for the common use of Landlord and Tenant, their employees andinvitees.     12.5 Service Contracts. Tenant shall, at Tenant’s sole cost and expense, procure andmaintain contracts, with copies to Landlord, in customary form and substance for, and withcontractors specializing and experienced in the maintenance of the following equipment andimprovements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, andpressure vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke detection,(iv) landscaping and irrigation system, (v) roof covering and drains, (vi) clarifiers, (vii) basicutility feed to the perimeter of the Building, and (viii) any other equipment, if reasonablyrequired by Landlord.     12.6 Action by Landlord if Tenant Fails to Maintain. If Tenant refuses or neglects torepair or maintain the Premises as required by Sections 12.1, 12.2, 12.3and 12.4 to the reasonable satisfaction of Landlord, Landlord, at any time following 10business days from the date on which Landlord shall make written demand on Tenant to affect suchrepair or maintenance, may, but shall not have the obligation to, make such repair and/ormaintenance (without liability to Tenant for any loss or damage which may occur to Tenant’smerchandise, fixtures or other personal property, or to Tenant’s business by reason thereof) andupon completion thereof, Tenant shall pay to Landlord as Landlord Additional Rent Landlord’s costsfor making such repairs, plus interest at the Default Rate from the date of expenditure by Landlordupon demand therefor. Moreover, Tenant’s failure to pay any of the charges in
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connection with the performance of its maintenance and repair obligations under this Lease will constitute a materialdefault under the Lease.**ARTICLE 13. SIGNS AND ADVERTISING**     13.1 Signs. Tenant shall have the right to display each of Tenant’s signs, displays,or other advertising materials that are located on the Premises on or before the Commencement Date.Tenant shall keep such signs in good condition and repair. Tenant shall not display or erect anyother signs, displays, or other advertising materials that are visible from the exterior of thebuilding without Landlord’s written approval. The size, design, and other physical aspects of anyother permitted sign shall be subject to the Landlord’s written approval prior to installation,which approval will not unreasonably be withheld, any covenants, conditions, or restrictionsencumbering the Premises and, any applicable municipal or other governmental permits and approvals.The cost of the sign(s), including but not limited to the permitting, installation, maintenance andremoval thereof shall be at Tenant’s sole cost and expense. If Tenant fails to maintain itssign(s), or if Tenant fails to remove such sign(s) upon termination of the Lease, or fails torepair any damage caused by such removal (including without limitation, painting the building, ifrequired by Landlord), Landlord may do so at Tenant’s expense. Tenant shall on demand reimburseLandlord for all costs incurred by Landlord to effect such removal, which amounts shall be deemedLandlord Additional Rent and shall include without limitation, all sums disbursed, incurred ordeposited by Landlord, including Landlord’s costs, expenses and actual attorneys’ fees withinterest thereon. By executing this Lease, Landlord hereby approves the signage currently existingon the Premises.**ARTICLE 14. ENTRY BY LANDLORD**     14.1 Entry by Landlord. Tenant shall permit Landlord and Landlord’s Agents,prospective purchasers, lenders, investors and contractors to enter the Premises at all reasonabletimes, upon giving Tenant a 72 hour written notice, except in the event of an emergency in whichcase the 72 hour written notice is not required: (i) for the purpose of inspecting the same, (ii)for the purposes of performing any of Tenant’s unperformed obligations under this Lease, or (iii)for the purpose of posting notices of non-responsibility for alterations, additions, or repairs.     14.2 Entry to Relet Premises. Landlord may, during reasonable business hours within18 months prior to the expiration of this Lease, enter the Premises for the purpose of allowingprospective tenants to view the Premises.     14.3 No Liability. Landlord shall be permitted to enter the Premises for any of thepurposes stated in and in accordance with Sections 14.1 and 14.2 above without anyliability to Tenant for any loss of occupation of quiet enjoyment of the Premises resultingtherefrom.     14.4 Entry Conditions. Notwithstanding Sections 14,1, 14.2 or14.3, entry is conditioned on Landlord using reasonable efforts to cause the leastpractical interference to Tenant’s business. Landlord shall be liable for any damage caused by thegross negligence or willful misconduct of Landlord or any of the Landlord Group (as hereinafterdefined) in exercising the rights under this Article 14, and not otherwise covered byTenant’s insurance or the insurance Tenant is required to carry under this Lease. Landlord acknowledges that Tenant’sbusiness operations involve the use of highly sensitive, confidential, and proprietary information,
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and that it is imperative that Landlord and its agents, consultants, contractors or any prospectivetenant or broker (collectively, the “**Landlord Group**”) be accompanied by an authorized agent ofTenant during any entry onto the Premises by the Landlord Group, except in an emergency. Becauseof the sensitive nature of Tenant’s business operations, it may not be possible to provide readyaccess to the Landlord Group to every part of the Premises at any given time. Landlord shallcooperate with all reasonable requests of Tenant in entering the Premises.**ARTICLE 15. ASSIGNMENT AND SUBLETTING**     15.1 Assignment and Subletting. Tenant shall have the right to assign its interest inthis Lease or sublet the Premises without Landlord’s prior written consent, except as follows: (i)in the event the proposed assignee or subtenant intends to use the Premises in a manner that is notpermitted under Section 5.1, Tenant shall be required to obtain Landlord’s prior writtenconsent, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) in theevent the income generated by the proposed assignee or subtenant could jeopardize BioMed RealtyTrust, Inc., a Maryland corporation (“**Landlord’s REIT Entity**”), status as a real estate investmenttrust within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986 (“**REITStatus**”) or cause the Landlord’s REIT Entity to be in receipt of income that does not constitute“rent from real property” within the meaning of Section 856(d) of the Code, Tenant shall berequired to obtain Landlord’s prior written consent, which consent may be given or denied inLandlord’s sole and absolute discretion; provided, however, in the event Tenant isunable to determine whether the proposed assignment or sublease could jeopardize the Landlord’sREIT Entity’s REIT Status, Tenant shall have the right to deliver a notice to Landlord, complyingwith each of the requirements of Section 15.2, requesting that Landlord make suchdetermination. Landlord shall notify tenant within five (5) business days after Landlord receivessuch notice and such other information as Landlord may reasonably require whether such assignmentor sublease could jeopardize the Landlord’s REIT Entity’s REIT Status. Any purported assignment orsubletting contrary to these provisions shall be void. Consent by Landlord to one or moreassignments of this Lease or to one or more sublettings of the Premises shall not operate toexhaust Landlord’s rights under this Section.     15.2 Notice to Landlord. In the event Landlord’s consent is required pursuant toSection 15.1, Tenant shall first notify Landlord of its desire to assign its interest in this Leaseor sublet the Premises and shall submit in writing to Landlord (the “**Transfer Notice**”); (i) thesize and location of the space Tenant proposes to assign or sublet; (ii) the name of the proposedassignee or subtenant; (iii) the date on which the Tenant proposes that the transfer be effective,which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the natureof the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the termsand provisions of the proposed sublease or assignment; (vi) such reasonable financial informationas Landlord may request concerning the proposed assignee or subtenant, and (vii) such otherinformation as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’sactual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processingand documentation of any such requested assignment, subletting, transfer, change or ownership orhypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after anyassignment of sublet of Tenant’s interest in the Lease (including any assignment by operation oflaw or the transfer of fifty percent (50%) or more ofthe equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shallprovide Landlord a written notice of such assignment or sublet, which notice shall include
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the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and(vii) above.     15.3 No Release of Liability. No subletting or assignment, even with the consent ofLandlord, shall relieve Tenant of its obligation to pay the Rent and perform all the otherobligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any otherperson shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be aconsent to any assignment or subletting.**ARTICLE 16. DISPOSSESSION**     16.1 No Dispossession. If Tenant shall surrender the Premises, or be dispossesed byprocess of law, or otherwise, Landlord may terminate this Lease, retake possession of the Premises,pursue its remedies provided herein, and any personal property or trade fixtures belonging toTenant and left on the Premises shall, at the option of Landlord, be deemed abandoned. In suchcase, Landlord may dispose of said personal property in any manner and is hereby relieved of allliability for doing so.**ARTICLE 17. BREACH BY TENANT**     17.1 Events of Default. The occurrence of any of the following shall constitute abreach and material default of this Lease by Tenant (each, an “**Event of Default**”):          17.1.1 The failure of Tenant to pay or cause to be paid when due any Base Monthly Rental,Landlord Additional Rent, Third Party Additional Rent, Rent, the Security Deposit, taxes, monies,or charges required by this Lease to be paid by Tenant when such failure continues for a period of5 business days after written notice thereof from Landlord to Tenant;          17.1.2 The failure of Tenant to perform any term, covenant or condition, other than payment ofRent, the Security Deposit, taxes, monies or charges, required by this Lease and Tenant shall havefailed to cure such failure within 30 days after written notice from Landlord; *provided, however*,that where such failure cannot reasonably be cured within the 30 day period, the Tenant shall notbe in default if it has commenced such cure within the same 30 day period and diligently thereafterprosecutes the same to completion;          17.1.3 Subject to the notice and cure provisions of Section 17.1.2 above, Tenantcausing, permitting, or suffering, without the prior written consent of Landlord, any act when thisLease requires Landlord’s prior written consent or prohibits such act; or          17.1.4 To the extent permitted by applicable law, any act of bankruptcy caused, suffered orpermitted by Tenant. For purposes of this Lease, “act of bankruptcy” shall include any of thefollowing:               17.1.4.1. Any general assignment or general arrangement for the benefit of creditors;               17.1.4.2. The filing of any petition by or against Tenant to have Tenant adjudged a bankruptor a petition for reorganization or arrangement under any law
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relating to bankruptcy, unless such petition is filed against Tenant and same is dismissed within 60 days;               17.1.4.3. The appointment of a trustee or receiver to take possession of substantially all ofTenant’s assets located in the Premises or of Tenant’s interest in this Lease; or,               17.1.4.4. The attachment, execution or other judicial seizure of substantially all of Tenant’sassets located at the Premises or of Tenant’s interest in this Lease.     17.2 Five-Day Notice. In the event that Landlord issues a five-day notice, notice ofabandonment or comparable document by reason of Tenant’s breach, and Tenant cures such default,Tenant agrees to pay to Landlord, the reasonable cost of preparation and delivery of same.     17.3 No Waiver. The acceptance by Landlord of Rent due hereunder after breach byTenant will not constitute a waiver of such breach, unless a written notice to that effect has beendelivered to Tenant.     17.4 Replacement of Statutory Notice Requirements. To the extent not prohibited byapplicable law, when this Lease requires service of a notice, that notice shall replace rather thansupplement any equivalent or similar statutory notice, including any notices required by applicablelaw. To the extent not prohibited by applicable law, when a statute requires service of a noticein a particular manner, service of that notice (or a similar notice required by this Lease) in themanner required by Section 31.10 shall replace and satisfy the statutory service-of-noticeprocedures.     17.5 Mortgagee Protection. In the event of any default on the part of Landlord,Tenant agrees to give notice by registered or certified mail to any beneficiary of a deed of trustor mortgage covering the Premises whose name and address shall have been furnished to the Tenantand shall offer such beneficiary or mortgagee a reasonable opportunity to cure such default (suchcure period not to exceed 60 days after receipt of such notice) before Tenant shall attempt toexercise any other remedy.**ARTICLE 18. REMEDIES UPON BREACH**     18.1 Landlord’s Remedies. If Tenant fails to perform any of its affirmative duties orobligations, within 10 business days after written notice (or in the case of any facts orcircumstances that create an imminent risk of damage to the Real Property or the Premises or injuryto, or death of, persons, without written notice), Landlord may, at its option, perform such dutyor obligation on Tenant’s behalf, including but not limited to the obtaining of reasonable requiredbonds, insurance policies, or governmental licenses, permits or approvals. Tenant shall pay toLandlord an amount equal to the costs and expenses incurred by Landlord in such performance uponreceipt of an invoice, with interest thereon, at the Default Rate from the date of expenditure. Inthe event of any breach or material default by Tenant under Section 17.1, in addition toother rights or remedies of Landlord at law or in equity, Landlord shall have the followingremedies:     18.1.1 Landlord may continue the lease in effect after Tenant’s breach and recover Rent as itbecomes due. Accordingly, if Landlord does not elect to terminate this Lease
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on account of any default by Tenant, Landlord may enforce all of Landlord’s rights and remedies under this Lease,including the right to recover all Rent as it becomes due; and          18.1.2 Landlord, either as an alternative or subsequent to exercising the remedies set forthin Section 18.1.1, may terminate Tenant’s right to possession of the Premises by and upondelivery to Tenant of written notice of termination. Landlord may then immediately reenter thePremises and take possession thereof pursuant to legal proceedings and remove all persons andproperty from the Premises; such property may be removed and stored in a public warehouse orelsewhere at the cost of and for the account of Tenant. No notice of termination shall be necessaryin the event that Tenant has abandoned the Premises. In the event that Landlord elects to terminateTenant’s right of possession, Landlord may recover the following:               18.1.2.1. The worth at the time of the award of the unpaid Rent which had been earned at thetime of termination. “Worth at the time of award” shall be computed by allowing interest at theDefault Rate from the first day the breach occurs;               18.1.2.2. The worth at the time of award of the amount by which the unpaid Rent which wouldhave been earned after termination until the time of award exceeds the amount of such rental lossthat the Tenant proves could have been reasonably avoided. “Worth at the time of award” shall bedetermined by allowing interest at the Default Rate from the first day a breach occurs;               18.1.2.3. The worth at the time of award of the amount by which the unpaid Rent for thebalance of the term after the time of award exceeds the amount of such rental loss that the Tenantproves could be reasonably avoided. “Worth at the time of award” shall be computed by discountingsuch amount at the discount rate at the Federal Reserve Bank of San Francisco at the time of awardplus 1%; and               18.1.2.4. Any other amount necessary to compensate Landlord for all the detriment proximatelycaused by Tenant’s failure to perform its obligations under the Lease or which in the ordinarycourse of things would be likely to result therefrom including, but not limited to, commissions andexpenses of reletting, attorneys’ fees, costs of alterations and repairs, recording fees, filingfees and any other expenses customarily resulting from obtaining possession of leased premises andre-leasing.          18.2 Landlord Default. Tenant shall have no right to terminate this Lease for anydefault by Landlord.**ARTICLE 19. DAMAGE OR DESTRUCTION**     19.1 Tenant’s Obligation to Rebuild. If the Premises are damaged or destroyed, Tenantshall immediately provide notice thereof to Landlord, and shall promptly thereafter deliver toLandlord Tenant’s good faith estimate of the time it will take to repair and rebuild the Premises(the “**Estimated Time For Repair**”). Subject to the other provisions of this Article 19, Tenantshall promptly and diligently repair and rebuild the Premises in accordance with Sections 19.3and 19.4 unless Landlord or Tenant terminates this Lease in accordance with Section19.2.     19.2 Termination.
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          19.2.1 Landlord’s Right to Terminate.               (a) Landlord shall have the right to terminate this Lease following damage to or destructionof all or a substantial portion of the Premises if any of the following occurs (each, a“**Termination Condition**”): (i) insurance proceeds, together with additional amounts Tenant agrees tocontribute under Section 19.4.4, are not confirmed to be available to Landlord, within 90days following the date of damage, to pay 100% of the cost to fully repair the damaged Premises,excluding the deductible for which Tenant shall also be responsible; (ii) based upon the EstimatedTime For Repair, the Premises cannot, with reasonable diligence, be fully repaired by Tenant within18 months after the date of the damage or destruction; (iii) the Premises cannot be safely repairedbecause of the presence of hazardous factors, including, but not limited to, earthquake faults,radiation, chemical waste and other similar dangers; (iv) subject to the terms and conditions ofSection 19.2.1(a) hereof, all or a substantial portion of the Premises are destroyed ordamaged during the last 24 months of the Lease Term; or (v) Tenant is in material default under theterms of this Lease at the time of such damage or destruction past any period of notice and cure aselsewhere provided in this Lease. For purposes of this Section 19.2, a “**substantialportion**” of the Premises shall be deemed to be damaged or destroyed if the Premises is renderedunsuitable for the continued use and occupancy of Tenant’s business substantially in the samemanner conducted prior to the event causing the damage or destruction.               (b) If all or a substantial portion of the Premises are destroyed or damaged within the first36 months of the Lease Term or the last 24 months of the initial Lease Term, or within the last 24months of the first option period under this Lease, and Landlord desires to terminate this Leaseunder Section 19.2.1(a) hereof, Landlord shall give Tenant written notice of Landlord’sintent to terminate the Lease under Section 19.2.1(a) (**“****Section 19.2.1(a)****Termination Notice”**) and Tenant shall have a period of 30 days after receipt of the Section19.2.1(a) Termination Notice (“**Tenant’s Early Option Period**”) to (i) if damage has occurredduring the first 36 months of the Lease Term, exercise its option to purchase the Premises or (ii)if damage has occurred during the last 24 months of the Lease Term or first option period, exerciseits option to extend the initial Lease Term or the first option period, as applicable, by providingLandlord with written notice of Tenant’s exercise of its respective option prior to the expirationof Tenant’s Early Option Period. If Tenant exercises its option rights under the immediatelypreceding sentence, the Section 19.2.1(a) Termination Notice shall be deemed rescinded andTenant shall proceed to repair and rebuild the Premises in accordance with the other provisions ofthis Article 19. If Tenant fails to deliver such written notice to Landlord prior to the end ofTenant’s Early Option Period, then Tenant shall be deemed to have waived its option to purchase thePremises or to extend the Lease Term, as the case may be, and the last day of Tenant’s Early OptionPeriod shall be deemed to be the date of the occurrence of the Termination Condition underSection 19.2.1(a).          19.2.2 Tenant’s Right to Terminate. Tenant shall have the right to terminate thisLease following damage to or destruction of all or a substantial portion of the Premises if any ofthe following occurs (each a **“Termination Condition”**): (i) the Premises cannot, with reasonablediligence, be fully repaired by Tenant within 36 months (not including any time necessary for FDAapproval) after the date of the damage or destruction based upon theEstimated Time for Repair, which Estimate Time for Repair shall have been reasonably agreed
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to by Landlord; or (ii) the Premises are destroyed or damaged during the last 24 months of the Term.          19.2.3 Exercise of Termination Right. If a party elects to terminate this Lease andhas the right to so terminate, such party will give the other party written notice of its electionto terminate (“**Termination Notice”**) within 30 days after the occurrence of the applicableTermination Condition, and this Lease will terminate 15 days after receipt of such TerminationNotice, except in the case of a termination by Landlord under Section 19.2.1(a), in whichcase this Lease will terminate 15 days after expiration of the Tenant Early Option Period if Tenanttimely fails to exercise timely Tenant’s option to extend the Lease Term. If this Lease isterminated pursuant to Section 19.2, Landlord shall, subject to the rights of itslender(s), be entitled to receive and retain all the insurance proceeds resulting from such damage,including rental loss insurance, except for those proceeds payable under policies obtained byTenant which specifically insure Tenant’s personal property, trade fixtures and machinery. Forpurposes of clarity, Tenant shall continue to maintain and pay the rental loss insurance premiumsafter this Lease terminates to the extent necessary for Landlord to receive insurance proceedssufficient to cover 36 months of Rent under this Lease.     19.3 Tenant’s Obligation to Repair. If Tenant is required to repair or rebuild anydamage or destruction of the Premises under Section 19.1, then Tenant shall (a) submit itsplans to repair such damage and reconstruct the Premises to Landlord for review and approval, whichapproval shall not be unreasonably withheld, conditioned or delayed; (b) diligently repair andrebuild the Premises in the same or better condition and with the same or better quality ofmaterials as the condition of the Premises as of the Commencement Date, and in a manner that isconsistent with the plans and specifications approved by Landlord; (c) obtain all permits andgovernmental approvals necessary to repair or reconstruct the Premises (which permits shall notcontain any conditions that are materially more restrictive than the permits in existence on thedate hereof); (d) cause all work to be performed only by qualified contractors that are reasonablyapproved by Landlord; (e) allow Landlord and its consultants and agents to enter the Premises atall reasonable times to inspect the Premises and Tenant’s ongoing work and cooperate reasonably ingood faith with their effort to ensure that the work is proceeding in a manner that is consistentwith this Lease; (f) comply with all applicable laws and permits in connection with the performanceof such work; (g) timely pay all of its consultants, suppliers and other contractors in connectionwith the performance of such work; (h) notify Landlord if Tenant receives any notice of any defaultor any violation of any applicable law or any permit or similar notice in connection with suchwork; (i) deliver as-built plans for the Premises within thirty (30) days after the completion ofsuch repair and restoration; (j) ensure that Landlord has fee simple title to the Premises duringsuch work without any claim by any contractor or other party; (k) maintain such insurance asLandlord may reasonably require (including insurance in the nature of builders’ risk insurance) and(l) comply with such other conditions as Landlord may reasonably require. In addition, Tenantshall, at its expense, replace or fully repair all Tenant’s personal property and any alterationsinstalled by Tenant existing at the time of such damage or destruction. Notwithstanding theforegoing, Tenant’s right to repair and rebuild the Building pursuant to this Section 19.3shall not apply if Tenant has assigned this Lease to a third party, other than an affiliate;provided, however, Landlord shall have the right to require such third party torepair and rebuild the Building in accordance with this Section 19.3. To the fullestextent permitted by law, Tenant shall indemnify, protect, defend and hold Landlord (and itsemployees and agents) harmless from and against any and all claims, costs, expenses, suits, judgments, actions,
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investigations, proceedings and liabilities arising out of or in connection with Tenant’sobligations under this Article 19, including, without limitation, any acts, omissions ornegligence in the making or performance of any such repairs or replacements. In the event Tenantdoes not repair and rebuild the Premises pursuant to this Article 19, Tenant shall be inbreach, and Landlord shall have the right to retain all casualty insurance proceeds andcondemnation proceeds.     19.4 Application of Insurance Proceeds for Repair and Rebuilding. Landlord shallcause the insurance proceeds on account of such damage or destruction to be held in a separateinterest bearing account (the **“Restoration Fund”**) which shall be held and disbursed as follows:          19.4.1 Minor Restorations. If the estimated cost of restoration is less than$1,000,000, and if prior to commencement of restoration, no Event of Default or event which wouldconstitute an Event of Default pursuant to which Landlord is taking action to take possession ofthe Premises or to terminate this Lease shall exist and no mechanics’ or materialmen’s liens shallhave been filed and remain undischarged, and if the architects, contracts, contractors, plans andspecifications for the restoration shall have been approved by Landlord (which approval shall notbe unreasonably withheld or delayed), and Landlord shall be provided with reasonable assuranceagainst mechanics’ liens, accrued or incurred, as Landlord or its lenders may reasonably requireand such other documents and instruments as Landlord or its lenders may reasonably require, andTenant shall have procured acceptable performance and payment bonds reasonably acceptable toLandlord in an amount and form, and from a surety, reasonably acceptable to Landlord, and namingLandlord as an additional obligee; then the Restoration Fund shall be made available to Tenant forapplication to pay the costs of restoration incurred by Tenant and Tenant shall promptly completesuch restoration.          19.4.2 Other Than Minor Restorations. If the estimated cost of restoration is equalto or exceeds $1,000,000, and if Tenant provides evidence satisfactory to Landlord that sufficientfunds are available to restore the Premises, Landlord shall make disbursements from the RestorationFund from time to time in an amount not exceeding the cost of the work completed since the datecovered by the last disbursement, upon receipt of (a) satisfactory evidence, including architect’scertificates, of the stage of completion, of the estimated cost of completion and of performance ofthe work to date in a good and workmanlike manner in accordance with the contracts, plans andspecifications, (b) reasonable assurance against mechanics’ or materialmen’s liens, accrued orincurred, as Landlord or its lenders may reasonably require, (c) contractors’ and subcontractors’sworn statements, (d) a satisfactory bring-to-date of title insurance, (e) performance and paymentbonds reasonably acceptable to Landlord in an amount and form, and from a surety, reasonablyacceptable to Landlord, and naming Landlord as an additional obligee, (f) such other documents andinstruments as Landlord or its lenders may reasonably require, and (g) other evidence of cost andpayment so that Landlord can verify that the amounts disbursed from time to time are represented bywork that is completed, in place and free and clear of mechanics’ lien claims.          19.4.3 Requests for Disbursements. Requests for disbursement shall be made no morefrequently than monthly and shall be accompanied by a certificate of Tenant
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describing in detail the work for which payment is requested, stating the cost incurred in connection therewith andstating that Tenant has not previously received payment for such work; the certificate to bedelivered by Tenant upon completion of the work shall, in addition, state that the work has beencompleted and complies with the applicable requirements of this Lease. Landlord may retain 10% ofeach requisition in the Restoration Fund until the restoration is fully completed. In addition,Landlord may withhold from amounts otherwise to be paid to Tenant, any amount that is necessary inLandlord’s reasonable judgment to protect Landlord from any potential loss due to work that isimproperly performed or claims by Tenant’s contractors and consultants.          19.4.4 Costs in Excess of Restoration Fund. In addition, prior to commencement ofrestoration and at any time during restoration, if the estimated cost of restoration, as determinedby the evaluation of an independent engineer acceptable to Landlord and Tenant, exceeds the amountof the Restoration Fund, Tenant will provide evidence satisfactory to Landlord that the amount ofsuch excess will be available to restore the Premises. Any sum which remains in the RestorationFund upon completion of restoration shall be refunded to Tenant up to the amount of Tenant’spayments pursuant to the immediately preceding sentence. If no such refund is required, any sumremaining in the Restoration Fund upon completion of restoration shall be paid to Landlord. In theevent Landlord and Tenant cannot agree on an independent engineer, an independent engineerdesignated by Tenant and an independent engineer designated by Landlord shall within five (5)business days select an independent engineer licensed to practice in Maryland who shall resolvesuch dispute within ten (10) business days after being retained by Landlord. All fees, costs andexpenses of such third engineer so selected shall be shared equally by Landlord and Tenant.     19.5 Transfer of Restoration Fund Upon Closing Under Any Tenant Purchase Option. Inthe event the Tenant timely exercises and closes under any option it may have to purchase thePremises and the restoration shall not have been completed, notwithstanding anything hereinprovided to the contrary, the Landlord shall transfer to the Tenant the unexpended RestorationFund.     19.6 Abatement of Rent. Rent shall be temporarily abated in proportion to the degreeto which Tenant’s use of the Premises is impaired and only to the extent of any proceeds receivedby Landlord from the rental abatement insurance described in Section 10.1 hereof, duringany period when, by reason of such damage or destruction, Landlord and Tenant reasonably determinesthat there is substantial interference with Tenant’s use of the Building. Such abatement shallcommence upon such damage or destruction and end upon substantial completion by Landlord of therepair or reconstruction which Landlord is obligated or undertakes to do. Tenant shall not beentitled to any compensation or damages from Landlord for loss of the use of the Premises, damageto Tenant’s personal property or any inconvenience occasioned by such damage, repair orrestoration.     19.7 Replacement Cost. The determination in good faith by Landlord of the estimatedcost of repair of any damage, of the replacement cost, or of the time period required for repairshall be conclusive for purposes of this Section 19.7.**ARTICLE 20. CONDEMNATION**
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     20.1 Total Taking – Termination. If title to all of the Premises or so much thereofis taken for any public or quasi-public use under any statute or by right of eminent domain so thatreconstruction of the Premises will not result in the Premises being reasonably suitable (asreasonably determined by Landlord and Tenant) for Tenant’s continued occupancy for the uses andpurposes permitted by this Lease, this Lease shall terminate as of the date possession of thePremises or part thereof be taken.     20.2 Partial Taking. If any part of the Premises is taken and the remaining partafter Landlord makes repairs and alterations is reasonably suitable, as reasonably determined byLandlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by thisLease, this Lease shall, as to the part so taken terminate as of the date that possession of suchpart of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportionthat the floor area of the portion of the Building so taken (less any addition thereto by reason ofany reconstruction) bears to the original floor area of the Building. Tenant shall, at its solecost and expense, make all necessary repairs or alterations to the Building so as to make theportion of the Building not taken a complete architectural unit in accordance with the terms andprovisions of Section 19.4, Landlord shall make available to Tenant any condemnationproceeds it receives which are allocable to such portion of the Building in accordance with theterms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shallbe temporarily abated during such restoration period in proportion to the degree to which Tenant’suse of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%)of the square footage of the Building is taken or sold under such threat, Landlord may terminatethis Lease as of the date that the condemning authority takes possession by delivery of writtennotice of such election within twenty (20) days after Landlord has been notified of the taking or,in the absence thereof, within twenty (20) days after the condemning authority shall have takenpossession.     20.3 No Apportionment of Award. Except as provided in Article 19, no awardfor any partial or entire taking shall be apportioned, it being agreed and understood that Landlordshall be entitled to the entire award for any partial or entire taking. Tenant assigns to Landlordits interest in any award which may be made in such taking or condemnation, together with any andall rights of Tenant arising in or to the same or any part thereof. Nothing contained herein shallbe deemed to give Landlord any interest in or require Tenant to assign to Landlord any separateaward made to Tenant for the taking of Tenant’s personal property, trade fixtures or machinery forthe interruption of Tenant’s business, or its moving costs, or for the loss of its goodwill. Inaddition, Tenant will have the right to make a separate claim in the condemnation proceeding for(a) the taking of the unamortized or undepreciated value of any leasehold improvements that Tenanthas the right to remove at the end of the Lease Term and that Tenant elects not to remove, (b) lossof goodwill, and (c) any other amount in addition to the foregoing, so long as any such claim doesnot reduce the amount of the award payable to Landlord.     20.4 Temporary Taking. No temporary taking of the Premises shall terminate this Leaseor give Tenant any right to any abatement of Rent, except to the extent covered by insuranceproceeds payable to Landlord. Any award made to Tenant by reason of such temporary taking shallbelong entirely to Tenant and Landlord shall not be entitled to share therein. Eachparty agrees to execute and deliver to the other all instruments that may be required to effectuatethe provisions of this Section.
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     20.5 Sale Under Threat of Condemnation. A sale made in good faith by Landlord to anyauthority having the power of eminent domain, either under threat of condemnation or whilecondemnation proceedings are pending, shall be deemed a taking under the power of eminent domainfor all purposes of this Section.**ARTICLE 21. SALE OF THE PREMISES BY LANDLORD.**     21.1 Sale of Premises. Notwithstanding any provisions of this Lease to the contrary,Landlord may assign, in whole or in part, Landlord’s interest in this Lease and may sell all orpart of the real estate of which the Premises are a part (the “**Real Property**”). Upon the sale ofthe Premises, Landlord shall be released of all of its obligations under this Lease, to the extentsuch obligations are assumed by such purchaser.**ARTICLE 22. ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS**     22.1 Tenant Estoppel Certificate. Tenant shall at any time during the term of thisLease, within 10 business days of written notice from Landlord, execute and deliver to Landlord astatement in writing certifying that this Lease is unmodified and in full force and effect or, ifmodified, stating the nature of such modification. Tenant’s statement shall include other detailsrequested by Landlord, such as the date to which Rent and other charges are paid, Tenant’sknowledge concerning any uncured defaults with respect to Landlord’s obligations under this Leaseand the nature of such defaults if they are claimed, and such other matters as Landlord mayreasonably request. Any such statement may be relied upon conclusively by any purchaser or lenderhaving an interest in the Premises. Tenant’s failure to deliver such statements within such timeshall be conclusive upon the Tenant that this Lease is in full force and effect, except as and tothe extent any modification has been represented by Landlord, and that there are no uncureddefaults in Landlord’s performance, and that not more than 1 month’s Rent has been paid in advance.     22.2 Tenant Financial Statements. Within 120 days after the end of each fiscal year,Tenant shall provide Landlord a copy of the audited financial statements that have been provided tothe SEC or, in the event Tenant is no longer required to deliver such financial statements to theSEC, year-end financial statements, including balance sheets and income statements, reflectingTenant’s current financial condition for such fiscal year that have been audited by a nationallyrecognized firm of certified public accountants. Tenant represents and warrants that all financialstatements, records and information furnished by Tenant to Landlord in connection with this Leaseare true, correct and complete in all respects.**ARTICLE 23. SUBORDINATION AND ATTORNMENT**     23.1 Subordination of Lease. This Lease and Tenant’s rights under this Lease aresubject and subordinate to any Mortgage (as defined below), ground lease, and to all renewals,modifications, consolidations, replacements, or extensions thereof, now or hereafter affecting thePremises. The provisions of this Section shall be self-operative, and no further instrument ofsubordination shall be required. In confirmation of such subordination, however, Tenant shallwithin five business days execute and deliver any instruments that Landlord, the holder of anyMortgage, or the Landlord of any ground lease may request to evidence such subordination. If
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Tenant fails to execute and deliver any such instruments, Tenant irrevocably constitutes and appointsLandlord as Tenant’s special attorney-in-fact to execute and deliver such instruments.     23.2 Attornment to Lender. If the holder of any Mortgage, or the Landlord of anyground lease affecting the Premises, shall hereafter succeed, by foreclosure or otherwise, to therights of Landlord under this Lease, Tenant shall attorn to and recognize such successor asTenant’s Landlord under this Lease, and shall promptly execute and deliver any instruments that maybe necessary to evidence such attornment, and Tenant hereby irrevocably appoints Landlord asTenant’s special attorney in fact to execute and deliver such instruments on behalf of Tenantshould Tenant refuse or fail to do so. Upon such attornment, this Lease shall continue in effect asa direct lease between such successor Landlord and Tenant upon and subject to all of the provisionsof this Lease. Notwithstanding the foregoing, Tenant’s agreement both to subordinate and to attorn,as set forth in this Article, is contingent upon Tenant’s receipt of a nondisturbance agreementfrom the holder of any encumbrance placed against the Premises, in a recordable, commerciallyreasonable form or in the holder’s standard form, providing that in the event of any foreclosure,sale under a power of sale, ground or master lease termination, or transfer in lieu of any of theforegoing, or the exercise of any other remedy under any such encumbrance, but subject to suchholder’s form exceptions, or other reasonable exceptions: (i) Tenant’s use, possession, andenjoyment of the Premises will not be disturbed and this Lease will continue in full force andeffect so long as Tenant is not in default; and (ii) this Lease will automatically become a leasedirectly between any successor to Landlord’s interest, as landlord, and Tenant, as if thatsuccessor were the landlord originally named in the lease.**ARTICLE 24. HOLDING OVER**     24.1 Holding Over. If Tenant should remain in possession of the Premises after theexpiration of the term of this Lease without executing a new lease or after Landlord has declared aforfeiture by reason of a default by Tenant, such holding over shall be construed as a tenancy frommonth to month, subject to all the conditions, provisions and obligations of this Lease insofar asthey are applicable to a month to month tenancy, including the provisions of Article 3, except thatthe Base Monthly Rental shall be one hundred fifty percent (150%) of the Base Monthly Rental lastdue, payable monthly in advance. Notwithstanding the foregoing, if Tenant fails to vacate thePremises or Tenant fulfills less than all of its obligations hereunder at the end of the LeaseTerm, Tenant also shall be liable for all damages incurred by Landlord by reason of the latter’sinability to deliver possession of the Premises or any portion thereof to any other person.**ARTICLE 25. EASEMENTS**     25.1. Easements. Landlord reserves the right, from time to time, to grant sucheasements, rights and dedications that Landlord deems necessary or desirable, and to cause therecordation of parcel maps and restrictions, so long as such easements, rights, dedications, mapsand restrictions do not unreasonably interfere with the use of the Premises by Tenant or Tenant’sability to exercise any of its options hereunder. Landlord agrees to consult with Tenant beforegranting such easements, rights and dedications. Tenant shall sign any documents or instruments toaccomplish the foregoing upon request of Landlord, and failure to do so shall constitute amaterial breach of this Lease. Tenant irrevocably appoints Landlord as Tenant’s special attorney
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in fact to execute and deliver such documents or instructions on behalf of Tenant should Tenant refuseor fail to do so.**ARTICLE 26. RESTRICTIONS**     26.1 Compliance with Covenants, Conditions and Restrictions. In addition torequirements imposed by law, the care of the Premises and conduct of business thereupon, amongother things, may be restricted or subject to heightened requirements pursuant to one or morerecorded Covenant, Conditions and Restrictions (“**CC&R’s**”). The terms of all applicable CC&R’s, intheir entirety, are incorporated herein by this reference. Tenant has received a copy of allapplicable CC&R’s prior to the execution of this Lease, and such receipt is acknowledged hereby.     26.2 Associations. Tenant shall faithfully observe and comply with the provisions ofall applicable CC&R’s, and all modifications and additions which may from time to time be enactedpursuant to their terms. Tenant shall similarly observe and comply with all requests, demand andorders otherwise made by any governing associations created under the authority of the CC&R’s (the“**Associations**”). Any violation by Tenant of the CC&R’s or rightful orders of the Associationscreated thereby after written notice to Tenant shall be a default under this Lease, subject to thecure provisions of Section 17.1.2. However, Landlord will not be responsible to Tenant forthe nonperformance of any provisions of such CC&R’s by its tenants occupying neighboringproperties, if any.     26.3 Association Fees. All payments, charge, dues, and assessments imposed under theauthority of the CC&R’s and the Associations (“**Association Fees**”), if any, shall be the soleresponsibility of Tenant, who shall timely pay such Association Fees to Landlord as LandlordAdditional Rent. Each payment shall be made promptly on demand throughout the term of this Leaseand shall be paid without deduction or offset.     26.4 Conservation Easement Agreement. The Premises is restricted by the Agreement byOwners’ Dedication on the plat recorded as Plat No. 20556 pursuant to that certain ConservationEasement Agreement recorded December 30, 1994 in Liber 13178, Folio 412, by and among MicheleRosenfeld, Associate General Counsel of the Maryland-National Capital Park and Planning Commission.**ARTICLE 27. HAZARDOUS MATERIALS**     27.1 Definitions:          27.1.1 Hazardous Materials Laws. “**Hazardous Materials Laws**” means any and allfederal, state or local laws, ordinances, rules, decrees, orders, regulations or court decisionsrelating to hazardous substances, hazardous materials, hazardous waste, toxic substances,environmental conditions on, under or about the Premises, or soil and ground water conditions,including, amendments to and any regulations promulgated pursuant to the foregoing, and any similarfederal, state or local laws, ordinances, rules, decrees, orders or regulations.          27.1.2 Hazardous Materials. “**Hazardous Materials**” means any chemical, compound,substance or other material, including, without limitation, gasoline, diesel, aviation
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fuels, lubricating oils, solvents and chemicals, that: (i) is defined as a hazardous substance, hazardousmaterial, hazardous waste or toxic substance under any Hazardous Material Law; (ii) is controlledor governed by any Hazardous Materials Law, or gives rise to any reporting, notice or publicationrequirements thereunder, or gives rise to any liability, responsibility or duty on the part ofTenant or County with respect to any third person thereunder; or (iii) is a flammable or explosivematerial, asbestos, radioactive material, nuclear medicine material, drug, vaccine, bacterial,virus, hazardous waste, toxic substance, or related injurious or potentially injurious material (byitself or in combination with other materials).     27.2 Tenant’s Obligations          27.2.1 Compliance with Laws. Tenant shall strictly comply with, and shall maintainthe Premises in compliance with, all Hazardous Materials Laws. Tenant shall obtain and maintain infull force and effect all permits, licenses and other governmental approvals required for Tenant’soperations on the Premises under any Hazardous Materials Laws and shall comply with all terms andconditions thereof. At Landlord’s request, Tenant shall deliver copies of, or allow Landlord toinspect, all such permits, licenses and approvals.          27.2.2 Remedial Work. Tenant shall perform any monitoring, investigation, clean-up,removal, detoxification, preparation of closure or other required plans and any other remedial work(collectively, “**Remedial Work**”) required as a result of any use, release or discharge of HazardousMaterials at or from the Premises or any violation of Hazardous Materials Laws caused by Tenant orany subtenant of Tenant or their respective agents, contractors, employees, licensees or invitees(but not by Landlord or Landlord’s Agents). Landlord shall have the right to intervene in anygovernmental action or proceeding involving any Remedial Work, and to approve performance of thework, in order to protect Landlord interests. Tenant shall be solely responsible for paying allfines, damages and penalties imposed by any governmental agency resulting from Tenant’s violationof any Hazardous Materials Laws.          27.2.3 Compliance with Insurance Requirements. Tenant shall comply with therequirements of Tenant’s insurers regarding Hazardous Materials and with such insurers’recommendations based upon prudent industry practices regarding management of Hazardous Materials.          27.2.4 Notice; Reporting. Tenant shall notify Landlord in writing immediately afterany of the following: (a) Tenant has knowledge, or has reasonable cause to believe, that anyHazardous Material has been released or discharged under or about the Premises, whether or not theHazardous Material is in quantities that would require reporting to a public agency; (b) Tenantreceives any order of a governmental agency requiring any Remedial Work pursuant to any HazardousMaterials Laws; (c) Tenant receives any warning, notice of inspection, notice of violation oralleged violation, or Tenant receives notice or knowledge of any proceeding, investigation ofenforcement action, pursuant to any Hazardous Materials Laws; or (d) Tenant receives written noticeof any claims made by any third party against Tenant or the Premises relating to any loss or injuryresulting from Hazardous Materials. Tenant shall deliver to Landlord copies of all test results,reports and business management plans required to be filed with any government agency pursuant toany Hazardous Materials Laws.
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          27.2.5 Entry and Inspection; Cure. Subject to Section 14.4, Landlord and itsagents, employees and contractors, shall have the right to enter the Premises at all reasonabletimes to inspect the Premises and Tenant’s compliance with the terms and conditions of thisSection 27, or to conduct investigations and tests. No prior notice to Tenant shall berequired in the event of any emergency, or if Landlord has reasonable cause to believe thatviolations by Tenant of this Section 27 have occurred, or if Tenant consents at the time ofentry. In all other cases, Landlord shall give at least 72 hours’ prior written notice to Tenant.Landlord shall have the right, but not the obligation, to remedy any violation by Tenant of theprovisions of this Section 27, or to perform any Remedial Work necessitated as a result ofany discharge by Tenant of Hazardous Materials on the Premises. Tenant shall pay, upon demand, allcosts incurred by Landlord in remedying such violations or performing all Remedial Worknecessitated by the acts or omissions of Tenant and/or its agents or employees, plus interestthereon at the Default Rate from the date of demand until the date paid by the Tenant.          27.2.6 Termination/Expiration. Upon termination or expiration of this Lease, Tenantshall, at Tenant’s cost, remove any equipment, improvements or storage facilities utilized inconnection with any Hazardous Materials and shall clean up, detoxify, repair and otherwise restorethe Premises to a condition in compliance with applicable laws governing Hazardous Materials, tothe extent such condition is caused by Tenant or any subtenant of Tenant or their respectiveagents, contractors, employees, licensees or invitees. Subject to Section 14.4, upontermination or expiration of this Lease, Tenant shall, at Tenant’s cost, permit Landlord andLandlord’s Agents to enter the Premises upon giving Tenant a 72 hour written notice for thepurposes of inspecting the environmental condition of the Premises, including an audit of anyHazardous Materials that are located on the Premises.          27.2.7 Indemnification. Tenant shall indemnify, protect, defend and hold Landlord(and its employees and agents) harmless from and against any and all claims, costs, expenses,suits, judgments, actions, investigations, proceedings and liabilities arising out of or inconnection with any breach of any provision of this Lease to the extent arising out of the use,generation, storage, release, disposal or transportation of Hazardous Materials by Tenant or anysubtenant, or their respective agents, contractors or employees upon the Premises (but not byLandlord or Landlord’s Agents), on, under or about the Premises during the Term, including, but notlimited to, all foreseeable consequential damages and the cost of any Remedial Work, but exceptingany loss or injury resulting from the breach of the Lease by Landlord or the gross negligence orwillful misconduct of Landlord or Landlord’s Agents. Neither the consent by Landlord to the use,generation, storage, release, disposal or transportation of Hazardous Materials, nor strictcompliance with all Hazardous Materials Laws, shall excuse Tenant from Tenant’s indemnificationobligations pursuant to this Section 27.2.7. The foregoing indemnity shall be in additionto and not a limitation of the indemnification provisions of Section 9 of this Lease.Tenant hereby indemnifies and holds Landlord harmless against loss, damage, attorneys’ fees and allother expenses on account of claims of lien of laborers or materialmen or others for work performedor materials or supplies furnished for Tenant or its contractors, agents or employees. If Tenantfails to discharge or undertake to defend against such liability, upon receipt of written noticefrom Landlord of such failure, Tenant shall have the Defense Cure Period to cure such failure byprosecuting such a defense. If Tenant fails to do so within the Defense Cure Period, then Landlordmay settle the same and Tenant’s liability to Landlord shall be conclusively established by suchsettlement provided that such settlement is entered into oncommercially reasonable terms and conditions, the amount of such liability to include both the
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settlement consideration and the costs and expenses (including attorneys’ fees) incurred byLandlord in effecting such settlement. Tenant’s obligations pursuant to this Section27.2.7 shall survive the termination or expiration of the Lease. The procedures set forth inSection 9.4 also will apply to this Section.          27.2.8 Default. The release or discharge of any Hazardous Material or violation ofany Hazardous Materials Law by Tenant or any subtenant of Tenant shall be a material default byTenant under the Lease, subject to the cure provisions set forth in Section 17.1.2. Inaddition to or in lieu of the remedies available under the Lease as a result of such default,Landlord shall have the right, without terminating the Lease, to require Tenant to suspend itsoperations and activities on the Premises until Landlord is satisfied that appropriate RemedialWork has been or is being adequately performed; Landlord’s election of this remedy shall notconstitute a waiver of Landlord’s right thereafter to declare a default and pursue other remediesset forth in the Lease.**ARTICLE 28. INTENTIONALLY DELETED****ARTICLE 29. RETAINED EQUIPMENT**     29.1 Retained Equipment. Tenant is the owner of all of the tangible property listedon Schedule 2 attached hereto (collectively, the “**Retained Equipment**”)**[THIS SCHEDULE SHOULD MATCHEXHIBIT 1-E TO THE PURCHASE AGREEMENT]**.          29.1.1 Tenant shall not directly or indirectly, sell, encumber, transfer, or assign itsinterests in any of the Retained Equipment, unless such Retained Equipment is replaced with acomparable item of equal quality and quantity as existed as of the time of such removal.          29.1.2 Tenant hereby agrees to maintain the Retained Equipment in good condition and repair,reasonable wear and tear excepted, and not permit any mechanics’ or materialmen’s lien, mortgage,deed of trust, lien, pledge, charge, security interest, restrictive covenant or easement orencumbrance of any kind with respect to such Tenant Leased Equipment, whether or not filed,recorded or otherwise perfected or effective under applicable law, to be levied against theRetained Equipment.          29.1.3 Conditioned upon and effective upon the occurrence of any of the following events,Tenant assigns, sells, transfers, conveys and sets over to Landlord the Retained Equipment free andclear of all liens and encumbrances, together with all intellectual property essential to themaintainence and operation of the Retained Equipment, together with all books, records, documents,contracts and agreements relating thereto: (a) any default by Tenant under the terms of this Leaseand such default is not cured within fifteen (15) days after receiving written notice fromLandlord, (b) any default by Tenant under the Security Agreement and such default is not curedwithin fifteen (15) days after receiving written notice from Landlord, (c) expiration of this Leasein accordance with its terms; or (d) Tenant attempting to assign, transfer or encumber the RetainedEquipment other than in accordance with Section 29.1.1 hereof.          29.1.4 Tenant shall execute and deliver such documents as Landlord may request to evidence thetransfer of the Retained Equipment, including a bill of sale. If Tenantfails to execute and deliver such documents, then Landlord may do so. Tenant hereby appoints
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Landlord its attorney in fact for such purpose, which appointment is coupled with an interest andis irrevocable. Tenant shall pay all transaction costs associated with the sale of the RetainedEquipment to Landlord.          29.1.5 Pursuant to that certain Security Agreement dated as of even date herewith, Tenantgranted to Landlord a valid and perfected first priority security interest in the Tenant LeasedEquipment free and clear of all liens and encumbrances. Landlord shall have the right to fileUniform Commercial Code financing statements for all jurisdictions as may be necessary or desirableto perfect Landlord’s security interest in the Tenant Leased Equipment.**ARTICLE 30. OPTION TO EXTEND**     30.1 Options To Extend. Tenant shall have the option to extend the term of this Leasefor two, ten year periods, subject to the following provisions:          30.1.1 Tenant shall have no right to exercise an option: (a) during the period commencing withthe giving of any notice of default and continuing until said default is cured, (b) during theperiod of time any Rent is due and unpaid, or (c) in the event that Landlord has given three ormore notices of separate monetary or material non-monetary defaults, whether or not the defaultsare cured, during the 12 months immediately preceding the exercise of the option.          30.1.2 The period of time within which an option may be exercised shall not be extended orenlarged by reason of Tenant’s inability to exercise an option because of Section 30.1.1.          30.1.3 An option shall terminate and be of no further force or effect, notwithstandingTenant’s due and timely exercise of the option, if, after such exercise and prior to thecommencement of the extended term, (a) Tenant fails to pay Rent for a period of 30 days after suchRent becomes due, or (b) if Tenant commits a default under this Lease and such default iscontinuing after the expiration of the applicable cure periods set forth in Section 17.1.          30.1.4 Tenant shall exercise the option by delivery of written notice to Landlord not lessthan 12 months prior to the expiration of the initial term and, if exercised, the first optionperiod, of this Lease. If said notice is not delivered within said time period(s), this optionshall terminate.     30.2 Rent –Option. The Base Monthly Rental payable by Tenant during the option periodshall be an amount equal to 102% of the Base Monthly Rental payable during the final month of theLease Term, and shall be increased annually on each anniversary thereafter, by an amount equal to2.00% of the Base Monthly Rental for the preceding year.**ARTICLE 31. Miscellaneous**     31.1 Gender. Whenever the singular number is used in this Lease, the same shallinclude the plural, and the masculine gender shall include the feminine and neuter genders, and theword “person” shall include corporation, firm, or association, when required by the context.
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     31.2 Headings. The headings or title to the paragraphs of this Lease are forconvenience only and do not in any way define, limit or construe the contents of such paragraphs.     31.3 Integration. This instrument contains all of the agreements and conditions madebetween the parties with respect to the hiring of the Premises and may not be modified orally or inany other manner other than by a written instrument signed by all the parties to this Lease.     31.4 Choice of Laws. The laws of the State of Maryland as applied to contractsentered into between citizens of the State of Maryland and to be performed within the State ofMaryland shall govern the validity, performance and enforcement of this Lease.     31.5 Severability. If any provision of this Lease is determined to be void by anycourt of competent jurisdiction, such determination shall not affect any other provisions of thisLease and such other provisions shall remain in full force and effect. If any provision of thisLease is capable of two constructions, one which would render the provision void and one whichwould render the provision valid, the provision shall be interpreted in the manner which wouldrender it valid.     31.6 Amendment for Financing. Upon written request of Landlord and at no materialexpense to Tenant that Landlord does not agree to bear, Tenant agrees to execute any leaseamendments not materially altering the terms of this Lease, if required by the first mortgagee orbeneficiary of a deed of trust encumbering real property of which the Premises constitute a part(“**Mortgage**”) incident to the financing of the real property of which the Premises constitute apart. Any change affecting the amount or timing of the consideration to be paid by Tenant ormodifying the term of this Lease or the permitted use of the Premises or any options shall bedeemed as materially alter the terms hereof.     31.7 Payments. Except as may otherwise be expressly stated, each payment required tobe made by Tenant shall be in addition to and not in substitution for other payments to be made byTenant.     31.8 Time of Essence. Time is of the essence in this Lease.     31.9 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labordisputes, acts of God, inability to obtain labor or materials or reasonable substitutes thereof,governmental restrictions, regulations, or controls, enemy or hostile governmental action, civilcommotion, fire or other casualty, and other causes beyond the reasonable control of the partyobligated to perform, shall excuse the performance by such party for a period equal to thatresulting from such prevention, delay or stoppage, except those obligations of Tenant to makepayment for rental and other charges pursuant to the terms of this Lease.     31.10. Notices. All notices required or permitted hereunder shall be in writing andshall be served on the parties at the addresses at the following addresses. Any such notices shallbe either (a) sent by overnight delivery using a nationally recognized overnight courier, in whichcase notice shall be deemed delivered one business day after deposit with such courier, (b) sent byfacsimile, in which case notice shall be deemed delivered upon transmission of such notice withconfirmed receipt by the sender’s machine, or (c) sent by personal delivery, in which case
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notice shall be deemed delivered upon receipt or refusal of delivery. A party’s address may be changed bywritten notice to the other party; provided, however, that no notice of a change of address shallbe effective until actual receipt of such notice. Copies of notices are for informational purposesonly, and a failure to give or receive copies of any notice shall not be deemed a failure to givenotice. The attorney for a party has the authority to send notices on behalf of such party   To Landlord: Belward C LLC  c/o BioMed Realty, L.P.  Attn: General Counsel  17140 Bernardo Center Drive, Suite 222  San Diego, California 92128  Phone: (858) 485-9840 Fax: (858) 485-9843   To Tenant: Human Genome Sciences, Inc.  Attn: James H. Davis, Esq  Executive V.P. & General Counsel  14200 Shady Grove Road,  Rockville, Maryland 20850  Phone: (301) 251-6039 Fax: (301) 517-8831   with a copy to: Paley Rothman  Attn: Alan S. Mark, Esq.  4800 Hampden Lane  Bethesda, Maryland 20814  Phone: (301) 951-9337 Fax: (301) 654-0165     Either party may, with proper notice, at any time designate a different address to whichnotices shall be sent.     31.11. Brokers. Tenant shall pay a commission to Scheer Partners, Inc. (“**Scheer**”),pursuant to a separate broker’s commission agreement between Scheer and Tenant. Except as providedabove, Landlord and Tenant each represents to the other that it has had no dealings with any realestate broker or agent in connection with the negotiation and/or execution of this Lease and agreeto indemnify and defend the other against all liability, costs, expenses and charges arising fromany claims that may be made against them by any real estate broker, agent, finder, or other person,alleging to have acted on behalf of Landlord or Tenant.     31.12. Confidentiality. During the course of this Lease the parties may exchangecertain financial statements, accounting records and other documents that are clearly stamped“confidential” (“**Confidential Information**”). Landlord and Tenant hereby acknowledge and agree thatthe Confidential Information of each party is to be kept strictly confidential. Accordingly,except as may be required by law or court order, neither Landlord nor Tenant will, without theprior written consent of the other party, release, publish or otherwise distribute (and shall notauthorize or permit any other person or entity to release, publish or otherwise distribute) any ofthe other party’s Confidential Information to any person or entity other than such party’sprospective lenders and purchasers of the Premises and legal and financial advisors, each of whomshall agree to hold such information strictly confidential as if such persons were bound by
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the provisions of this Section 31.12. The obligations of this Section 31.12 will notapply to information that the receiving party can establish by written records (a) was known by itprior to the receipt of the Confidential Information from the disclosing party; (b) was disclosedto the receiving party by a third party having the right to do so; (c) was, or subsequently became,in the public domain through no fault of the receiving party, its officers, directors, employees oragents; or (d) was disclosed by the receiving party pursuant to any judicial, governmental or stockexchange request, requirement or order, so long as the receiving party provides the disclosingparty with sufficient prior notice in order to allow the disclosing party to contest such request,requirement or order.     31.13 Waiver of Jury Trial. The parties hereby waive their respective rights to trialby jury in any action or proceeding involving the Premises or arising out of this Lease.     31.14 Americans with Disabilities Act. Since compliance with the Americans withDisabilities Act (ADA) is dependent on Tenant’s specific use of the Premises, Landlord makes nowarranty or representation as to whether or not the Premises comply with the ADA or any similarlegislation. In the event that Tenant’s use of the Premises requires modifications or additions tothe Premises in order to be in ADA compliance, Tenant agrees to make any such necessarymodifications and/or additions at Tenant’s expense.     31.15 Execution in Counterparts. This Lease may be executed in any number ofcounterparts, each of which shall be deemed to be an original, and all of such counterparts shallconstitute one agreement. To facilitate execution of this Lease, the parties may execute andexchange by telephone facsimile counterparts of the signature pages.     31.16 Attorneys’ Fees. If either party institutes or is made a party to any action orproceeding to enforce or interpret this Lease, the prevailing party in such action or proceedingshall be entitled to recover all costs and attorneys’ fees incurred in connection with such actionor proceeding, or any appeal or enforcement of such action or proceeding.     31.17 Quiet Enjoyment. If Tenant is not in breach under the covenants made in thisLease, Landlord covenants that Tenant shall have peaceful and quiet enjoyment of the Premiseswithout hindrance on the part of Landlord during the Lease Term, including any extensions thereof.Landlord will defend Tenant in the peaceful and quiet enjoyment of the Premises against claims ofall persons claiming through or under Landlord.     31.18 Successor’s Liability. The covenants and conditions herein contained shall,subject to the provisions as to assignment, apply to and bind the heir, successors, executors,administrators, and permitted assigns of all the parties hereto and all of the parties hereto shallbe jointly and severally liable for the covenants contained herein.     31.19 Quitclaim Deed. Tenant shall execute and deliver to Landlord on the expirationdate or earlier termination of this Lease, promptly on Landlord’s request, a quitclaim deed to thePremises, in recordable form, designating Landlord as transferee.     31.20 Damages. THE PARTIES WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO PUNITIVE,SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF STOCK VALUE, IN RESPECT OF ANYDISPUTE BASED ON
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THIS LEASE; provided, however, such waiver shall not apply todisputes arising out of: (a) intentional misconduct or fraud; (b) Tenant’s failure to vacate thePremises within two (2) months after the expiration of the Lease Term; or (c) any claim forindemnification pursuant to the terms and conditions of this Lease.     31.21 Further Assurances. In addition to the acts and deeds recited herein andcontemplated to be performed, executed or delivered by either party, each party agrees to perform,execute and deliver, any further actions, documents, as may be reasonably necessary or as may bereasonably requested to fully effectuate the purposes, terms and conditions of this Lease.[ **Signature Page Follows]**
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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year setforth at the beginning hereof.           **LANDLORD:**   **TENANT:**             **BELWARD C LLC,**   **HUMAN GENOME SCIENCES, INC.**  a Maryland limited liability company   a Delaware corporation             By: BioMed Realty, L.P.,          a Maryland limited partnership,   By:      its Member           Name:               Title:                Name:          Title: