Exhibit
10.1


 


LEASE
AGREEMENT


 


THIS
LEASE AGREEMENT (this “Lease”) is made this  20 day of November, 2019, between 3535/3565 GENERAL
ATOMICS COURT, LLC, a Delaware limited liability company (“Landlord”), and ONCOSEC MEDICAL
INCORPORATED, a Nevada corporation (“Tenant”).


 


	Building:	3565
    General Atomics Court, San Diego, California
	 	 
	Premises:	That
    portion of the Building commonly known as Suite 100B, containing approximately 12,442 rentable square feet, as determined
    by Landlord, as shown on Exhibit A.
	 	 
	Project:	The
    real property on which the Building containing the Premises is located, together with all improvements thereon and appurtenances
    thereto as described on Exhibit B.
	 	 
	Base
    Rent:	$4.50
    per rentable square foot of the Premises per month, subject to adjustment pursuant to Section 4 hereof.


 


Rentable
Area of Premises: 12,442 sq. ft.


 


Rentable
Area of Building: 37,899 sq. ft.


 


Rentable
Area of Project: 221,010 sq. ft.


 


Tenant’s
Share of Operating Expenses of Building: 32.83%


 


Building’s
Share of Operating Expenses of Project: 17.15%


 


	Security
    Deposit: $55,989	Target
    Commencement Date: October 1, 2020


 


Rent
Adjustment Percentage: 3%


 


	Base
    Term:	Beginning
    on the Commencement Date and ending 36 months from the Commencement Date. For clarity, if the Commencement Date occurs on
    the first day of a month, the Base Term shall be measured from that date. If the Commencement Date occurs on a day other than
    the first day of a month, the Base Term shall be measured from the first day of the following month.
	 	 
	Permitted
    Use:	Research
    and development laboratory, office and other uses consistent with the character of the Project and otherwise in compliance
    with the provisions of Section 7 hereof.


 


	Address
    for Rent Payment:	Tenant’s
    Notice Address:
	P.O.
    Box 975383	3565
    General Atomics Court, Suite 100B
	Dallas,
    TX 75397-5383	San
    Diego, California 92121
	 	Attention:
    Lease Administrator


 


Landlord’s
Notice Address:


26
North Euclid Avenue


Pasadena,
CA 91101


Attention:
Corporate Secretary


 





 




    	 	 	 



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





 


	[X] EXHIBIT
    A - PREMISES DESCRIPTION	[X] EXHIBIT
    B - DESCRIPTION OF PROJECT
	[   ]
    EXHIBIT C - INTENTIONALLY OMITTED	[X]
    EXHIBIT     D - COMMENCEMENT DATE
	[X]
    EXHIBIT     E - RULES AND REGULATIONS	[X]
    EXHIBIT     F - TENANT’S PERSONAL PROPERTY
	[X]
    EXHIBIT G - MAINTENANCE OBLIGATIONS	[X]
    EXHIBIT H - CONTROL AREA
	[X]
    EXHIBIT I - STORAGE AREAS	[X]
    EXHIBIT J - SIGNAGE


 


1.
Lease of Premises. Upon and subject to all of the terms and conditions hereof, Landlord hereby leases the Premises to Tenant
and Tenant hereby leases the Premises from Landlord. The portions of the Project which are for the non-exclusive use of tenants
of the Project are collectively referred to herein as the “Common Areas.” Tenant shall have the non-exclusive
right during the Term to use the Common Areas along with others having the right to use the Common Areas. Landlord reserves the
right to modify Common Areas, provided that such modifications do not materially adversely affect Tenant’s use of the Premises
for the Permitted Use. From and after the Commencement Date through the expiration of the Term, Tenant shall have access to the
Building and the Premises 24 hours a day, 7 days a week, except in the case of emergencies, as the result of Legal Requirements,
the performance by Landlord of any installation, maintenance or repairs, or any other temporary interruptions, and otherwise subject
to the terms of this Lease.


 


2.
Delivery; Acceptance of Premises; Commencement Date. The “Commencement Date” shall be the earlier to
occur of (i) October 1, 2020, or (ii) the day after the termination of the Existing Lease (as defined below), if the Existing
Lease terminates prior to September 30, 2020. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment
of the Commencement Date and the expiration date of the Base Term when such are established in the form of the “Acknowledgement
of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure
to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of
this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect
pursuant to Section 39 hereof.


 


Landlord
and Tenant acknowledge and agree that, as of the date hereof, the Premises is currently subject to a lease agreement (as the same
has been and may in the future may be amended, the “Existing Lease”) between Landlord and Vividion Therapeutics,
Inc., a Delaware corporation (“Vividion”). Tenant agrees that Landlord has no obligation under this Lease with
respect to the Premises prior to the Commencement Date. As of the date of this Lease, Tenant occupies the Premises pursuant to
a sublease agreement between Vividion and Tenant (the “Existing Sublease”).


 


Commencing
on the Commencement Date, Landlord shall make available to Tenant a tenant improvement allowance equal to $10.00 per rentable
square foot of the Premises, or $124,420 in the aggregate (the “TI Allowance”) for the payment of design, permit
and construction costs incurred in connection with the construction of non-structural, cosmetic improvements in the Premises desired
by and performed by Tenant and which improvements shall be of a fixed and permanent nature, as reasonably approved by Landlord
(the “Tenant Improvements”). Tenant acknowledges that upon the expiration of the Term of the Lease, the Tenant
Improvements paid for out of the TI Allowance shall become the property of Landlord and may not be removed by Tenant. Except for
the TI Allowance, Tenant shall be solely responsible for all of the costs of the Tenant Improvements. The Tenant Improvements
shall be treated as Alterations and shall be undertaken pursuant to Section 12 of this Lease. The contractor for the Tenant
Improvements shall be selected by Tenant, subject to Landlord’s approval, which approval shall not be unreasonably withheld,
conditioned or delayed. Prior to the commencement of the Tenant Improvements, Tenant shall deliver to Landlord a copy of any contract
with Tenant’s contractors (including the architect), and certificates of insurance from any contractor performing any part
of the Tenant Improvements evidencing industry standard commercial general liability, automotive liability, “builder’s
risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of
insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds
for the general contractor’s liability coverages required above. During the course of design and construction of the Tenant
Improvements, Landlord shall reimburse Tenant for the cost of the Tenant Improvements once a month against a draw request in Landlord’s
standard form, containing evidence of payment of the applicable costs and lien waivers (including a conditional lien release for
each progress payment and unconditional lien releases for the prior month’s progress payments), to the extent of Landlord’s
approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Tenant Improvements
(and prior to any final disbursement of the TI Allowance) Tenant shall deliver to Landlord the following items: (i) statements
setting forth the names of all contractors and subcontractors who did work on the Tenant Improvements and final lien waivers from
all such contractors and subcontractors; and (ii) “as built” plans or marked-up construction drawings for the Tenant
Improvements. Landlord shall be entitled to receive the benefit of all construction warranties and manufacturer’s equipment
warranties relating to equipment installed in the Premises as part of the Tenant Improvements. Notwithstanding the foregoing,
if the cost of the Tenant Improvements exceeds the TI Allowance, Tenant shall be required to pay such excess prior to the distribution
of the then-remaining unpaid TI Allowance. The TI Allowance shall only be available for use by Tenant for the construction of
the Tenant Improvements until the date that is 6 months after the Commencement Date, and any portion of the TI Allowance which
has not been requested for reimbursement by Tenant pursuant to the terms of this paragraph on or before the date that is 6 months
after the Commencement Date shall be forfeited and shall not be available for use by Tenant.


 





 




    	 	 	 



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Notwithstanding
anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease
shall be subject to the following conditions precedent (collectively, the “Conditions Precedent”) having been
satisfied: (i) Vividion shall have waived in writing its right to extend the term of the Existing Lease, and (ii) the tenant that
has a right of first refusal with respect to the Premises, waiving its right of first refusal, all on terms and conditions acceptable
to Landlord, in Landlord’s sole and absolute discretion. In the event that the Conditions Precedent are not satisfied, Landlord
shall have the right to terminate this Lease upon delivery of written notice to Tenant. Landlord shall have no liability whatsoever
to Tenant relating to or arising from Landlord’s inability or failure to cause the Conditions Precedent to be satisfied.


 


Except
as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement
Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s occupancy of the Premises
pursuant to the Existing Sublease shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in
good condition as of the Commencement Date.


 


Tenant
agrees and acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord
has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or
the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty
that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord
and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises,
agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance
upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.


 


3.
Rent.


 


(a)
Base Rent. The first month’s Base Rent and the Security Deposit shall be due and payable on delivery of an executed
copy of this Lease to Landlord. Tenant shall pay to Landlord in advance, without demand, abatement, deduction or set-off, monthly
installments of Base Rent on or before the first day of each calendar month during the Term hereof, in lawful money of the United
States of America, at the office of Landlord for payment of Rent set forth above, or to such other person or at such other place
as Landlord may from time to time reasonably designate in writing. Payments of Base Rent for any fractional calendar month shall
be prorated. The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease
are independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any Rent (as defined in Section
5) due hereunder except for any abatement as may be expressly provided for in this Lease.


 





 




    	 	 	 



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Notwithstanding
anything to the contrary contained herein, so long as Tenant is not then-currently in Default (as defined in Section 20),
Tenant shall not be required to pay Base Rent for the period commencing on the first day of the 2nd full calendar month
following the Commencement Date through the last day of the 4th full calendar month following the Commencement Date
(the “Abatement Period”). Tenant shall resume paying Base Rent with respect to the entire Premises on the first
day of the 5th full calendar month following the Commencement Date.


 


(b)
Additional Rent. In addition to Base Rent, Tenant agrees to pay to Landlord as additional rent (“Additional Rent”):
(i) commencing on the Commencement Date, Tenant’s Share of “Operating Expenses” (as defined in Section 5),
and (ii) any and all other amounts Tenant assumes or agrees to pay to Landlord under the provisions of this Lease, including,
without limitation, any and all other sums that may become due by reason of any default of Tenant or failure to comply with the
agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after any applicable notice and cure period.


 


4.
Base Rent Adjustments. Base Rent shall be increased on each annual anniversary of the Commencement Date (or, if the Commencement
Date occurs on a day other than the first day of a calendar month, then on the first day of the first full calendar month following
the Commencement Date) (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before
such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before
such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional
calendar month shall be prorated.


 


5.
Operating Expense Payments. Landlord shall deliver to Tenant a written estimate of Operating Expenses for each calendar
year during the Term (the “Annual Estimate”), which may be revised by Landlord from time to time during such
calendar year. Commencing on the Commencement Date and continuing thereafter on the first day of each calendar month during the
Term, Tenant shall pay Landlord an amount equal to 1/12th of Tenant’s Share of the Annual Estimate. Payments for any fractional
calendar month shall be prorated.


 


The
term “Operating Expenses” means all costs and expenses of any kind or description whatsoever actually incurred
or accrued each calendar year by Landlord with respect to the Building (including the Building’s Share of all costs and
expenses of any kind or description incurred or accrued by Landlord with respect to the Project which are not specific to the
Building or any other building located in the Project) (including, without duplication, (w) Taxes (as defined in Section
9), (x) capital repairs and improvements amortized over the lesser of 10 years and the useful life of such capital items,
(y) the cost (including, without limitation, of any subsidies which Landlord may provide in connection with the Project Amenities)
of the Common Areas amenities (the “Project Amenities”) now or hereafter located at the Project, and (z) the
costs of Landlord’s third party property manager or, if there is no third party property manager, administration rent in
the amount of 3.0% of Base Rent (provided that during the Abatement Period, Tenant shall nonetheless be required to pay administration
rent each month equal to the amount of the administration rent that Tenant would have been required to pay in the absence of there
being an Abatement Period)), excluding only:


 


(a)
the original construction costs of the Project and renovation prior to the date of the Lease and costs of correcting defects in
such original construction or renovation;


 


(b)
capital expenditures for expansion of the Project;


 


(c)
interest, principal payments of Mortgage (as defined in Section 27) debts of Landlord, financing costs and amortization
of funds borrowed by Landlord, whether secured or unsecured;


 





 




    	 	 	 



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(d)
depreciation of the Project (except for capital improvements, the cost of which are includable in Operating Expenses pursuant
to and in accordance with the terms of this Section 5);


 


(e)
advertising, legal and space planning expenses and leasing commissions and other costs and expenses incurred in procuring and
leasing space to tenants for the Project, including any leasing office maintained in the Project, free rent and construction or
tenant improvement allowances for tenants;


 


(f)
legal and other expenses incurred in the negotiation or enforcement of leases;


 


(g)
completing, fixturing, improving, renovating, painting, redecorating or other work, which Landlord pays for or performs for other
tenants within their premises, and costs of correcting defects in such work;


 


(h)
costs to be reimbursed by other tenants of the Project or Taxes to be paid directly by Tenant or other tenants of the Project,
whether or not actually paid;


 


(i)
salaries, wages, benefits and other compensation paid to officers and employees of Landlord who are not assigned in whole or in
part to the operation, management, maintenance or repair of the Project (which costs shall be prorated if such officers and employees
are assigned to the Project only in part in proportion to the amount of time spent by such officers and employees on the Project)
and any salaries of any individuals who hold a position which is generally considered to be higher in rank than the position of
the vice-president (for the avoidance of any doubt, the salaries, wages, benefits and other compensation paid to any asset manager
or chief engineer of the Project are not excluded);


 


(j)
general organizational, administrative and overhead costs relating to maintaining Landlord’s existence, either as a corporation,
partnership, or other entity, including general corporate, legal and accounting expenses;


 


(k)
costs (including attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) incurred in connection
with disputes with tenants, other occupants, or prospective tenants, and costs and expenses, including legal fees, incurred in
connection with negotiations or disputes with employees, consultants, management agents, leasing agents, purchasers or mortgagees
of the Building;


 


(l)
costs incurred by Landlord due to the violation by Landlord, its employees, agents or contractors or any tenant of the terms and
conditions of any lease of space in the Project or any Legal Requirement (as defined in Section 7);


 


(m)
penalties, fines, late fees or interest incurred as a result of Landlord’s inability or failure to make payment of Taxes
and/or to file any tax or informational returns when due, or from Landlord’s failure to make any payment of Taxes required
to be made by Landlord hereunder before delinquency;


 


(n)
overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in or to
the Project to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a
competitive basis;


 


(o)
costs of Landlord’s charitable or political contributions, or of fine art maintained at the Project;


 


(p)
costs in connection with services (including electricity), items or other benefits of a type which are not standard for the Project
and which are not available to Tenant without specific charges therefor, but which are provided to another tenant or occupant
of the Project, whether or not such other tenant or occupant is specifically charged therefor by Landlord;


 


(q)
costs incurred in the sale or refinancing of the Project;


 


 





 




    	 	 	 



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(r)
net income taxes of Landlord or the owner of any interest in the Project, franchise, capital stock, gift, estate or inheritance
taxes or any federal, state or local documentary taxes imposed against the Project or any portion thereof or interest therein;


 


(s)
costs arising from the gross negligence or intentional misconduct of Landlord or Landlord’s officers, directors, employees,
managers or agents;


 


(t)
any costs incurred to remove, study, test or remediate Hazardous Materials in or about the Building or the Project (provided,
however, that the foregoing is in no event intended to limit Tenant’s obligations under Section 28 or Section
30 of this Lease);


 


(u)
the cost of capital repairs and replacements of Structural Items (as defined in Section 13), unless Tenant or any Tenant
Party is responsible for the cause of the repairs or replacements;


 


(v)
costs in connection with the Alexandria Regional Amenities (as defined in Section 40) other than the Amenities Fee (as
defined in Section 40) and other costs payable by Tenant pursuant to Section 40;


 


(w)
reserves for future capital replacements;


 


(x)
costs occasioned by condemnation;


 


(y)
insurance deductibles in excess of deductibles that Tenant can demonstrate are in excess of customary deductible amounts carried
by institutional owners of comparable projects in the Torrey Pines area of San Diego; and


 


(z)
any expenses otherwise includable within Operating Expenses to the extent actually reimbursed by persons other than tenants of
the Project under leases for space in the Project.


 


For
the avoidance of doubt, capital costs incurred by Landlord prior to the Commencement Date may not be included as Operating Expenses.


 


Notwithstanding
anything to the contrary contained herein, any earthquake deductible payable by Tenant under this Lease shall be amortized with
interest in equal monthly installments over the remaining Term.


 


(aa)
Notwithstanding anything to the contrary contained herein, in no event shall Landlord be entitled to make any profit from Landlord’s
collection of Operating Expenses.


 


In
addition, notwithstanding anything to the contrary contained in this Lease, Operating Expenses incurred or accrued by Landlord
with respect to any capital improvements which are reasonably expected by Landlord to reduce overall Operating Expenses (for example,
without limitation, by reducing energy usage at the Project) (the “Energy Savings Costs”) shall be amortized
over a period of years equal to the least of (A) 7 years, (B) the useful life of such capital items, or (C) the quotient of (i)
the Energy Savings Costs, divided by (ii) the annual amount of Operating Expenses reasonably expected by Landlord to be saved
as a result of such capital improvements.


 


Within
90 days after the end of each calendar year (or such longer period as may be reasonably required), Landlord shall furnish to Tenant
a statement (an “Annual Statement”) showing in reasonable detail: (a) the total and Tenant’s Share of
actual Operating Expenses for the previous calendar year, and (b) the total of Tenant’s payments in respect of Operating
Expenses for such year. If Tenant’s Share of actual Operating Expenses for such year exceeds Tenant’s payments of
Operating Expenses for such year, the excess shall be due and payable by Tenant as Rent within 30 days after delivery of such
Annual Statement to Tenant. If Tenant’s payments of Operating Expenses for such year exceed Tenant’s Share of actual
Operating Expenses for such year Landlord shall pay the excess to Tenant within 30 days after delivery of such Annual Statement,
except that after the expiration, or earlier termination of the Term or if Tenant is delinquent in its obligation to pay Rent,
Landlord shall pay the excess to Tenant after deducting all other amounts due Landlord. Landlord’s and Tenant’s obligations
to pay any overpayments or deficiencies due pursuant to this paragraph shall survive the expiration or earlier termination of
this Lease.


 





 




    	 	 	 



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The
Annual Statement shall be final and binding upon Tenant unless Tenant, within 120 days after Tenant’s receipt thereof, shall
contest any item therein by giving written notice to Landlord, specifying each item contested and the reason therefor. If, during
such 120 day period, Tenant reasonably and in good faith questions or contests the accuracy of Landlord’s statement of Tenant’s
Share of Operating Expenses, Landlord will provide Tenant with access to Landlord’s books and records relating to the operation
of the Project and such information as Landlord reasonably determines to be responsive to Tenant’s questions (the “Expense
Information”). If after Tenant’s review of such Expense Information, Landlord and Tenant cannot agree upon the
amount of Tenant’s Share of Operating Expenses, then Tenant shall have the right to have an independent regionally recognized
public accounting firm selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed),
working pursuant to a fee arrangement other than a contingent fee (at Tenant’s sole cost and expense), audit and/or review
the Expense Information for the year in question (the “Independent Review”). The results of any such Independent
Review shall be binding on Landlord and Tenant. If the Independent Review shows that the payments actually made by Tenant with
respect to Operating Expenses for the calendar year in question exceeded Tenant’s Share of Operating Expenses for such calendar
year, Landlord shall at Landlord’s option either (i) credit the excess amount to the next succeeding installments of Rent,
or (ii) pay the excess to Tenant within 30 days after delivery of such statement, except that after the expiration or earlier
termination of this Lease or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant after
deducting all other amounts due Landlord. If the Independent Review shows that Tenant’s payments with respect to Operating
Expenses for such calendar year were less than Tenant’s Share of Operating Expenses for the calendar year, Tenant shall
pay the deficiency to Landlord within 30 days after delivery of such statement. If the Independent Review shows that Tenant has
overpaid with respect to Operating Expenses by more than 5% then Landlord shall reimburse Tenant for all costs incurred by Tenant
for the Independent Review. Operating Expenses for the calendar years in which Tenant’s obligation to share therein begins
and ends shall be prorated. Notwithstanding anything set forth herein to the contrary, if the Building is not at least 95% occupied
on average during any year of the Term, Tenant’s Share of Operating Expenses for such year shall be computed as though the
Building had been 95% occupied on average during such year.


 


“Tenant’s
Share” shall be the percentage set forth on the first page of this Lease as Tenant’s Share as reasonably adjusted
by Landlord for changes in the physical size of the Premises or the Project occurring after the Commencement Date. If Landlord
has a reasonable basis for doing so, Landlord may equitably increase Tenant’s Share for any item of expense or cost reimbursable
by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Project that
includes the Premises or that varies with occupancy or use. Base Rent, Tenant’s Share of Operating Expenses and all other
amounts payable by Tenant to Landlord hereunder are collectively referred to herein as “Rent.”


 





 




    	 	 	 



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6.
Security Deposit. Tenant shall deposit with Landlord, upon delivery of an executed copy of this Lease to Landlord, a security
deposit (the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the
amount set forth on page 1 of this Lease, which Security Deposit shall be in the form of an unconditional and irrevocable letter
of credit (the “Letter of Credit”): (i) in form and substance reasonably satisfactory to Landlord, (ii) naming
Landlord as beneficiary, (iii) expressly allowing Landlord to draw upon it at any time from time to time by delivering to the
issuer notice that Landlord is entitled to draw thereunder, (iv) issued by an FDIC-insured financial institution reasonably satisfactory
to Landlord, and (v) redeemable by presentation of a sight draft in the state of Landlord’s choice. If Tenant does not provide
Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration
date of any then current Letter of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit
and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit; provided, however, that Tenant
may at any time thereafter deliver a substitute Letter of Credit, at which time Landlord shall promptly release the funds drawn
to Tenant. The Security Deposit shall be held by Landlord as security for the performance of Tenant’s obligations under
this Lease. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s
default. Upon each occurrence of a Default (as defined in Section 20), Landlord may use all or any part of the Security
Deposit to pay delinquent payments due under this Lease, future rent damages under California Civil Code Section 1951.2, and the
cost of any damage, injury, expense or liability caused by such Default, without prejudice to any other remedy provided herein
or provided by law. Landlord’s right to use the Security Deposit under this Section 6 includes the right to use the
Security Deposit to pay future rent damages following the termination of this Lease pursuant to Section 21(c) below. Upon
any use of all or any portion of the Security Deposit, Tenant shall pay Landlord within 10 days after written demand the amount
that will restore the Security Deposit to the amount set forth on Page 1 of this Lease. Tenant hereby waives the provisions of
any law, now or hereafter in force, including, without limitation, California Civil Code Section 1950.7, which provide that Landlord
may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage
caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums reasonably necessary
to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Tenant or
any officer, employee, agent or invitee of Tenant. Upon bankruptcy or other debtor-creditor proceedings against Tenant, the Security
Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior to the filing
of such proceedings. If Tenant shall fully perform every provision of this Lease to be performed by Tenant, the Security Deposit,
or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this
Lease), shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder)
within 60 days after the expiration or earlier termination of this Lease.


 


If
Landlord transfers its interest in the Project or this Lease, Landlord shall either (a) transfer any Security Deposit then held
by Landlord to a person or entity assuming Landlord’s obligations under this Section 6, or (b) return to Tenant any
Security Deposit then held by Landlord and remaining after the deductions permitted herein. Upon such transfer to such transferee
or the return of the Security Deposit to Tenant, Landlord shall have no further obligation with respect to the Security Deposit,
and Tenant’s right to the return of the Security Deposit shall apply solely against Landlord’s transferee. The Security
Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Landlord’s
obligation respecting the Security Deposit is that of a debtor, not a trustee, and no interest shall accrue thereon.


 


7.
Use. The Premises shall be used solely for the Permitted Use set forth in the basic lease provisions on page 1 of this
Lease, and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants
and restrictions now or hereafter applicable to the Premises, and to the use and occupancy thereof, including, without limitation,
the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto,
“ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”).
Tenant shall, upon 10 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental
Authority (as defined in Section 9) having jurisdiction to be a violation of a Legal Requirement; provided, however, that
if the applicable Governmental Authority grants to Tenant time in addition to such 10 day period to discontinue its use of the
Premises, Tenant may continue to operate in the Premises for such additional period granted by the applicable Governmental Authority.
Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s
insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any
part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement.
Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason
of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s particular use of
the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload
the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with
the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation,
or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall
cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises
from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which would
overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project
elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.
Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation,
air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Building (unless Tenant agrees to
pay the cost of any increase in capacity).


 





 




    	 	 	 



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Landlord
shall be responsible, at Landlord’s cost and expense, for the compliance of the Common Areas of the Project with Legal Requirements
as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal
Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense
(to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, particular
use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of
the Building that are required by Legal Requirements. Except as provided in the two immediately preceding sentences, Tenant, at
its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements
(including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy
of the Premises or any Tenant Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible
for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all
reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’
fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection
with Legal Requirements related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations, and
Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection
with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use or occupancy of
the Premises or Tenant’s Alterations.


 


Tenant
acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED),
WELL Building Standard, or other similar “green” certification with respect to the Project and/or the Premises, and
Tenant agrees to reasonably cooperate with Landlord, and to provide such information and/or documentation as Landlord may reasonably
request, in connection therewith.


 


8.
Holding Over. If, with Landlord’s express written consent, Tenant retains possession of the Premises after the termination
of the Term, (i) unless otherwise agreed in such written consent, such possession shall be subject to immediate termination by
Landlord at any time, (ii) all of the other terms and provisions of this Lease (including, without limitation, the adjustment
of Base Rent pursuant to Section 4 hereof) shall remain in full force and effect (excluding any expansion or renewal option
or other similar right or option) during such holdover period, (iii) Tenant shall continue to pay Base Rent in the amount payable
upon the date of the expiration or earlier termination of this Lease or such other amount as to which Landlord and Tenant mutually
agree in such written consent, and (iv) all other payments shall continue under the terms of this Lease. If Tenant remains in
possession of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord,
(A) Tenant shall become a tenant at sufferance upon the terms of this Lease except that the monthly rental shall be equal to 150%
of Rent in effect during the last 30 days of the Term, and (B) Tenant shall be responsible for all damages suffered by Landlord
resulting from or occasioned by Tenant’s holding over, including consequential damages. No holding over by Tenant, whether
with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Section
8 shall not be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord of Rent after
the expiration of the Term or earlier termination of this Lease shall not result in a renewal or reinstatement of this Lease.


 





 




    	 	 	 



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9.
Taxes. Landlord shall pay, as part of Operating Expenses, all taxes, levies, fees, assessments and governmental charges
of any kind, existing as of the Commencement Date or thereafter enacted (collectively referred to as “Taxes”),
imposed by any federal, state, regional, municipal, local or other governmental authority or agency, including, without limitation,
quasi-public agencies (collectively, “Governmental Authority”) during the Term, including, without limitation,
all Taxes: (i) imposed on or measured by or based, in whole or in part, on rent payable to (or gross receipts received by) Landlord
under this Lease and/or from the rental by Landlord of the Project or any portion thereof, or (ii) based on the square footage,
assessed value or other measure or evaluation of any kind of the Premises or the Project, or (iii) assessed or imposed by or on
the operation or maintenance of any portion of the Premises or the Project, including parking, or (iv) assessed or imposed by,
or at the direction of, or resulting from Legal Requirements, or interpretations thereof, promulgated by any Governmental Authority,
or (v) imposed as a license or other fee, charge, tax, or assessment on Landlord’s business or occupation of leasing space
in the Project. Landlord may contest by appropriate legal proceedings the amount, validity, or application of any Taxes or liens
securing Taxes. Notwithstanding anything to the contrary contained herein, Landlord shall only charge Tenant for assessments as
if those assessments were paid by Landlord over the longest possible term which Landlord is permitted to pay for the applicable
assessments without additional charge other than interest, if any, provided under the terms of the underlying assessments. Taxes
shall not include (a) any net income taxes imposed on Landlord except to the extent such net income taxes are in substitution
for any Taxes payable hereunder, (b) excess profit taxes, franchise taxes, transfer taxes, capital stock taxes, gift taxes or
estate, inheritance or succession taxes imposed on or payable by Landlord, (c) any tax, assessment or charge levied on Landlord’s
rental income, unless such taxes or assessments are in substitution for any Taxes payable hereunder, (d) any taxes or assessments
in excess of the amount which would be payable if such tax or assessment were paid in installments over the longest possible term,
or (e) any tax, assessment or charge imposed on land or improvements other than the Project. Tenant shall pay, prior to delinquency,
any and all Taxes levied or assessed against any personal property or trade fixtures placed by Tenant in the Premises, whether
levied or assessed against Landlord or Tenant. If any Taxes on Tenant’s personal property or trade fixtures are levied against
Landlord or Landlord’s property, or if the assessed valuation of the Project is increased by a value attributable to improvements
in or alterations to the Premises, whether owned by Landlord or Tenant and whether or not affixed to the real property so as to
become a part thereof, higher than the base valuation on which Landlord from time-to-time allocates Taxes to all tenants in the
Project, Landlord shall have the right, but not the obligation, to pay such Taxes. Landlord’s reasonable determination of
any excess assessed valuation shall be binding and conclusive, absent manifest error. The amount of any such payment by Landlord
shall constitute Additional Rent due from Tenant to Landlord immediately upon demand.


 


10.
Parking. Subject to all applicable Legal Requirements, Force Majeure, a Taking (as defined in Section 19 below)
and the exercise by Landlord of its rights hereunder, Tenant shall have the right, in common with other tenants of the Project,
to use 2.5 parking spaces per 1,000 rentable square feet of the Premises, which shall be located in those areas designated for
non-reserved parking, subject in each case to Landlord’s rules and regulations. Landlord shall not be responsible for enforcing
Tenant’s parking rights against any third parties, including other tenants of the Project.


 


11.
Utilities, Services. Landlord shall provide, subject to the terms of this Section 11, water, electricity, heat,
light, power, HVAC, sewer, and other utilities (including gas and fire sprinklers), and, with respect to the Common Areas only,
refuse and trash collection and janitorial services (collectively, “Utilities”). Landlord shall pay, as Operating
Expenses or subject to Tenant’s reimbursement obligation below, for all Utilities used on the Premises, all maintenance
charges for Utilities, and any storm sewer charges or other similar charges for Utilities imposed by any Governmental Authority
or Utility provider, and any taxes, penalties, surcharges or similar charges thereon. Landlord may cause, at Tenant’s reasonable
expense, any Utilities to be separately metered or charged directly to Tenant by the provider. Tenant shall pay directly to the
Utility provider, prior to delinquency, any separately metered Utilities and services which may be furnished to Tenant or the
Premises during the Term. Tenant shall pay, as part of Operating Expenses, its share of all charges for jointly metered Utilities
based upon consumption, as reasonably determined by Landlord. No interruption or failure of Utilities, from any cause whatsoever
other than Landlord’s willful misconduct, shall result in eviction or constructive eviction of Tenant, termination of this
Lease or the abatement of Rent. Tenant agrees to limit use of water and sewer with respect to Common Areas to normal restroom
use. Tenant shall be responsible for obtaining and paying for its own janitorial services, and refuse and trash collection for
the Premises. Utilities shall be available to the Premises 24 hours per day, 7 days per week, except in the case of emergencies,
as the result of Legal Requirements, the failure of any Utility provider to provide such Utilities, the performance by Landlord
or any Utility provider of any installation, maintenance or repairs, or any other temporary interruptions.


 





 




    	 	 	 



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Notwithstanding
anything to the contrary set forth herein, if (i) a stoppage of an Essential Service (as defined below) to the Premises shall
occur and such stoppage is due solely to the gross negligence or willful misconduct of Landlord or any Landlord Party and not
due in any part to any act or omission on the part of Tenant or any Tenant Party or any matter beyond Landlord’s reasonable
control (any such stoppage of an Essential Service being hereinafter referred to as a “Service Interruption”),
and (ii) such Service Interruption continues for more than 5 consecutive days after Landlord shall have received written notice
thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal operations in the
Premises are materially and adversely affected, then, there shall be an abatement of one day’s Base Rent for each day during
which such Service Interruption continues after such 5 day period; provided, however, that if any part of the Premises is reasonably
useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any portion of
the Premises notwithstanding such Service Interruption, then the amount of each daily abatement of Base Rent shall only be proportionate
to the nature and extent of the interruption of Tenant’s normal operations or ability to use the Premises. Except as expressly
provided in the immediately preceding paragraph, the rights granted to Tenant under this paragraph shall be Tenant’s sole
and exclusive remedy resulting from a failure of Landlord to provide the Essential Services, and Landlord shall not otherwise
be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of services. For purposes
hereof, the term “Essential Services” shall mean the following services: HVAC service, water, sewer and electricity,
but in each case only to the extent that Landlord has an obligation to provide same to Tenant under this Lease. This paragraph
shall not apply to any events described in Section 18 or 19.


 


12.
Alterations and Tenant’s Property. Any alterations, additions, or improvements made to the Premises by or on behalf
of Tenant (other than Landlord’s Work), including additional locks or bolts of any kind or nature upon any doors or windows
in the Premises, but excluding installation, removal or realignment of furniture systems (other than removal of furniture systems
owned or paid for by Landlord) not involving any modifications to the structure or connections (other than by ordinary plugs or
jacks) to Building Systems (as defined in Section 13) (“Alterations”), shall be subject to Landlord’s
prior written consent, which may be given or withheld in Landlord’s sole discretion if any such Alteration materially and/or
adversely affects the structure or Building Systems and shall not be otherwise unreasonably withheld. Tenant may construct nonstructural
Alterations in the Premises without Landlord’s prior approval if the aggregate cost of all such work in any 12 month period
does not exceed $100,000 (a “Notice-Only Alteration”), provided Tenant notifies Landlord in writing of such
intended Notice-Only Alteration, and such notice shall be accompanied by plans, specifications, work contracts and such other
information concerning the nature and cost of the Notice-Only Alteration as may be reasonably requested by Landlord, which notice
and accompanying materials shall be delivered to Landlord not less than 15 business days in advance of any proposed construction.
If Landlord approves any Alterations, Landlord may impose such conditions on Tenant in connection with the commencement, performance
and completion of such Alterations as Landlord may deem appropriate in Landlord’s reasonable discretion. Any request for
approval shall be in writing, delivered not less than 15 business days in advance of any proposed construction, and accompanied
by plans, specifications, bid proposals, work contracts and such other information concerning the nature and cost of the proposed
Alterations as may be reasonably requested by Landlord, including the identities and mailing addresses of all persons performing
work or supplying materials. Landlord’s right to review plans and specifications and to monitor construction shall be solely
for its own benefit, and Landlord shall have no duty to ensure that such plans and specifications or construction comply with
applicable Legal Requirements. Tenant shall cause, at its sole cost and expense, all Alterations to comply with applicable insurance
requirements and with Legal Requirements and shall implement at its sole cost and expense any alteration or modification required
by Legal Requirements as a result of any Alterations. Other than in connection with a Notice-Only Alteration (with respect to
which no fee shall be payable), Tenant shall pay to Landlord, as Additional Rent, on demand an amount equal to 3% of all charges
incurred by Tenant or its contractors or agents in connection with any Alteration to cover Landlord’s overhead and expenses
for plan review, coordination, scheduling and supervision. Before Tenant begins any Alteration, Landlord may post on and about
the Premises notices of non-responsibility pursuant to applicable law. Tenant shall reimburse Landlord for, and indemnify and
hold Landlord harmless from, any expense incurred by Landlord by reason of faulty work done by Tenant or its contractors, delays
caused by such work, or inadequate cleanup.


 


 


 










    	 	 	 



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Tenant
shall furnish security or make other arrangements reasonably satisfactory to Landlord to assure payment for the completion of
all Alterations work free and clear of liens, and shall provide (and cause each contractor or subcontractor to provide) certificates
of insurance for workers’ compensation and other coverage in amounts and from an insurance company reasonably satisfactory
to Landlord protecting Landlord against liability for personal injury or property damage during construction. Upon completion
of any Alterations, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors
who did the work and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for
any such Alteration.


 


Except
for Removable Installations (as hereinafter defined), all Installations (as hereinafter defined) shall be and shall remain the
property of Landlord during the Term and following the expiration or earlier termination of the Term, shall not be removed by
Tenant at any time during the Term, and shall remain upon and be surrendered with the Premises as a part thereof. Notwithstanding
the foregoing, Landlord may, at the time its approval of any such Installation is requested, or at the time it receives notice
of a Notice-Only Alteration, notify Tenant that Landlord requires that Tenant remove such Installation upon the expiration or
earlier termination of the Term, in which event Tenant shall remove such Installation in accordance with the immediately succeeding
sentence. Upon the expiration or earlier termination of the Term, Tenant shall remove (i) all wires, cables or similar equipment
which Tenant has installed in the Premises or in the risers or plenums of the Building, (ii) any Installations for which Landlord
has given Tenant notice of removal in accordance with the immediately preceding sentence, and (iii) all of Tenant’s Property
(as hereinafter defined), and Tenant shall restore and repair any damage caused by or occasioned as a result of such removal,
including, without limitation, capping off all such connections behind the walls of the Premises and repairing any holes. During
any restoration period beyond the expiration or earlier termination of the Term, Tenant shall pay Rent to Landlord as provided
herein as if said space were otherwise occupied by Tenant. If Landlord is requested by Tenant or any lender, lessor or other person
or entity claiming an interest in any of Tenant’s Property to waive any lien Landlord may have against any of Tenant’s
Property, Landlord shall execute a lien waiver on Landlord’s customary form or another form of lien waiver reasonably acceptable
to Landlord, and then Landlord shall be entitled to be paid as administrative rent a fee of $1,000 per occurrence for its time
and effort in preparing and negotiating such a waiver of lien.


 


For
purposes of this Lease, (x) “Removable Installations” means any items listed on Exhibit F attached hereto
and any items agreed by Landlord in writing to be included on Exhibit F in the future, (y) “Tenant’s Property”
means Removable Installations and, other than Installations, any personal property or equipment of Tenant that may be removed
without material damage to the Premises, and (z) “Installations” means all property of any kind paid for by
Landlord, all Alterations, all fixtures, and all partitions, hardware, built-in machinery, built-in casework and cabinets and
other similar additions, equipment, property and improvements built into the Premises so as to become an integral part of the
Premises, including, without limitation, fume hoods which penetrate the roof or plenum area, built-in cold rooms, built-in warm
rooms, walk-in cold rooms, walk-in warm rooms, deionized water systems, glass washing equipment, autoclaves, chillers, built-in
plumbing, electrical and mechanical equipment and systems, and any power generator and transfer switch.


 








 




    	 	 	 



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13.
Landlord’s Repairs. Landlord shall, at Landlord’s sole expense (and not as an Operating Expense), be responsible
for capital repairs and replacements of the roof (not including the roof membrane), exterior walls, structural walls, concrete
flooring and foundation of the Building (“Structural Items”) unless the need for such repairs or replacements
is caused by Tenant or any Tenant Parties (reasonable wear and tear excluded), in which case Tenant shall, subject to Section
17, bear the full cost to repair or replace such Structural Items. Landlord shall, as an Operating Expense (except to the
extent the cost thereof is expressly excluded from Operating Expenses pursuant to Section 5 hereof), be responsible for
the routine maintenance and repairs of such Structural Items. In addition, Landlord, as an Operating Expense (except to the extent
the cost thereof is expressly excluded from Operating Expenses pursuant to Section 5 hereof), shall maintain the roof membrane
and all of the exterior, parking and other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators and
all other building systems serving the Premises and other portions of the Project (“Building Systems”), in
good repair, reasonable wear and tear excluded. Subject to the terms of Section 17 hereof, losses and damages caused by
Tenant, or by any of Tenant’s agents, servants, employees, invitees and contractors (each individually, a “Tenant
Party” and collectively, “Tenant Parties”) shall be repaired by Landlord, to the extent not covered
by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when reasonably
necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the
reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have
been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any
such period of interruption; provided, however, that Landlord shall, except in case of emergency, make a commercially
reasonable effort to give Tenant 24 hours advance notice of any planned stoppage of Building Systems services for routine maintenance,
repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant
to this Section, after which Landlord shall make a commercially reasonable effort to effect such repair. Landlord shall use reasonable
efforts to minimize interference with Tenant’s operations in the Premises during the performance of Landlord’s repair
and maintenance obligations under this Lease. Landlord shall not be liable for any failure to make any repairs or to perform any
maintenance unless such failure shall persist for an unreasonable time after Tenant’s written notice of the need for such
repairs or maintenance. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs
at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely
as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or
destruction shall be controlled by Section 18.


 


14.
Tenant’s Repairs. Subject to Section 13 hereof, Tenant, at its expense, shall repair, replace and maintain
in good condition (subject to normal wear and tear, casualty and condemnation) all portions of the Premises, including, without
limitation, entries, doors, ceilings, interior windows, interior walls, and the interior side of demising walls. Should Tenant
fail to make any such repair or replacement or fail to maintain the Premises, Landlord shall give Tenant notice of such failure.
If Tenant fails to commence cure of such failure within 30 days of Landlord’s notice, and thereafter diligently prosecute
such cure to completion, Landlord may perform such work and shall be reimbursed by Tenant for the actual costs incurred by Landlord
with respect thereto within 30 days after Tenant’s receipt of a reasonably detailed invoice; provided, however, that if
such failure by Tenant creates or could create an emergency, Landlord may immediately commence cure of such failure and shall
thereafter be entitled to recover the actual costs of such cure from Tenant within 30 days after written demand therefor. Subject
to Sections 17 and 18, Tenant shall bear the full uninsured cost of any repair or replacement to any part of the
Project that results from damage caused by Tenant or any Tenant Party. Landlord shall use reasonable efforts to minimize interference
with Tenant’s operations in the Premises during the performance of repair and maintenance of the Premises pursuant to this
Section 14. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to perform or construct
any capital repairs or replacements, but Tenant shall be required to pay for capital repairs and replacements performed or constructed
by Landlord in accordance with the other provisions of this Lease.


 





 




    	 	 	 



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Notwithstanding
anything to the contrary contained in this Lease, as of the Commencement Date, the maintenance and repair obligations for the
Premises shall be allocated between Landlord and Tenant as set forth on Exhibit G attached hereto. The maintenance obligations
allocated to Tenant pursuant to Exhibit G (the “Tenant Maintenance Obligations”) shall be performed
by Tenant at Tenant’s sole cost and expense. The Tenant Maintenance Obligations shall include the procurement and maintenance
of contracts, in form and substance reasonably satisfactory to Landlord, with copies to Landlord upon Landlord’s written
request, for and with contractors reasonably acceptable to Landlord specializing and experienced in the respective Tenant Maintenance
Obligations. Notwithstanding anything to the contrary contained herein, the scope of work of any such contracts entered into by
Tenant pursuant to this paragraph shall, at a minimum, comply with manufacturer’s recommended maintenance procedures for
the optimal performance of the applicable equipment. Landlord shall, notwithstanding anything to the contrary contained in this
Lease, have no obligation to perform any Tenant Maintenance Obligations. The Tenant Maintenance Obligations shall not include
the right or obligation on the part of Tenant to make any structural and/or capital repairs or improvements to the Project, and
Landlord shall, during any period that Tenant is responsible for the Tenant Maintenance Obligations, continue, as part of Operating
Expenses, to be responsible, as provided in the immediately preceding paragraph, for capital repairs and replacements required
to be made to the Project. If Tenant fails to maintain any portion of the Premises for which Tenant is responsible as part of
the Tenant Maintenance Obligations in a manner reasonably acceptable to Landlord within the requirements of this Lease, Landlord
shall have the right, but not the obligation, to provide Tenant with written notice thereof and to assume the Tenant Maintenance
Obligations if Tenant does not cure Tenant’s failure within 10 days after receipt of such notice.


 


15.
Mechanic’s Liens. Tenant shall discharge, by bond or otherwise, any mechanic’s lien filed against the Premises
or against the Project for work claimed to have been done for, or materials claimed to have been furnished to, Tenant within 15
days after Tenant receives notice of the filing thereof, at Tenant’s sole cost and shall otherwise keep the Premises and
the Project free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant. Should Tenant
fail to discharge any lien described herein, Landlord shall have the right, but not the obligation, to pay such claim or post
a bond or otherwise provide security to eliminate the lien as a claim against title to the Project and the cost thereof shall
be due from Tenant as Additional Rent within 10 days after Tenant’s receipt of written demand therefor. If Tenant shall
lease or finance the acquisition of office equipment, furnishings, or other personal property of a removable nature utilized by
Tenant in the operation of Tenant’s business, Tenant warrants that any Uniform Commercial Code Financing Statement filed
as a matter of public record by any lessor or creditor of Tenant will upon its face or by exhibit thereto indicate that such Financing
Statement is applicable only to removable personal property of Tenant located within the Premises. In no event shall the address
of the Project be furnished on the statement without qualifying language as to applicability of the lien only to removable personal
property, located in an identified suite held by Tenant.


 


16.
Indemnification. Tenant hereby indemnifies and agrees to defend, save and hold Landlord, its officers, directors, employees,
managers, agents, sub-agents, constituent entities and lease signators (collectively, “Landlord Indemnified Parties”)
harmless from and against any and all Claims for injury or death to persons or damage to property occurring within or about the
Premises or the Project arising directly or indirectly out of use or occupancy of the Premises or the Project by Tenant or any
Tenant Parties (including, without limitation, any act, omission or neglect by Tenant or any Tenant’s Parties in or about
the Premises or at the Project) or \a breach or default by Tenant in the performance of any of its obligations hereunder, except
to the extent caused by the willful misconduct or gross negligence of Landlord Indemnified Parties. Landlord shall not be liable
to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept
within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating
to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified
Parties shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other
third party or Tenant Parties.


 


17.
Insurance. Landlord shall maintain all risk property and, if applicable, sprinkler damage insurance covering the full replacement
cost of the Project. Landlord shall further procure and maintain commercial general liability insurance with a single loss limit
of not less than $2,000,000 for bodily injury and property damage with respect to the Project. Landlord may, but is not obligated
to, maintain such other insurance and additional coverages as it may deem reasonably necessary, including, but not limited to,
flood, environmental hazard and earthquake, loss or failure of building equipment, errors and omissions, rental loss during the
period of repair or rebuilding, workers’ compensation insurance and fidelity bonds for employees employed to perform services
and insurance for any improvements installed by Tenant or which are in addition to the standard improvements customarily furnished
by Landlord without regard to whether or not such are made a part of the Project. All such insurance shall be included as part
of the Operating Expenses (except to the extent the cost thereof is expressly excluded from Operating Expenses pursuant to Section
5 hereof). The Project may be included in a blanket policy (in which case the cost of such insurance allocable to the Project
will be reasonably determined by Landlord based upon the insurer’s cost calculations). Tenant shall also reimburse Landlord
for any actual increased premiums or additional insurance which Landlord reasonably deems necessary as a result of Tenant’s
particular use of the Premises.


 





 




    	 	 	 



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Tenant,
at its sole cost and expense, shall maintain during the Term: all risk property insurance with business interruption and extra
expense coverage, covering the full replacement cost of all property and Alterations installed or placed in the Premises by Tenant
at Tenant’s expense; workers’ compensation insurance with no less than the minimum limits required by law; employer’s
liability insurance with employers liability limits of $1,000,000 bodily injury by accident – each accident, $1,000,000
bodily injury by disease – policy limit, and $1,000,000 bodily injury by disease – each employee; and commercial general
liability insurance, with a minimum limit of not less than $2,000,000 per occurrence for bodily injury and property damage with
respect to the Premises. The commercial general liability insurance maintained by Tenant shall name Alexandria Real Estate Equities,
Inc., and Landlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities and lease signators
(collectively, “Landlord Insured Parties”), as additional insureds; insure on an occurrence and not a claims-made
basis; be issued by insurance companies which have a rating of not less than policyholder rating of A and financial category rating
of at least Class X in “Best’s Insurance Guide”; not contain a hostile fire exclusion; contain a contractual
liability endorsement; and provide primary coverage to Landlord Insured Parties (any policy issued to Landlord Insured Parties
providing duplicate or similar coverage shall be deemed excess over Tenant’s policies, regardless of limits). Tenant shall
(i) provide Landlord with 30 days’ advance written notice to Landlord of cancellation of such commercial general liability
policy, and (ii) request that its insurer endeavor to provide 10 days’ advance written notice to Landlord of cancellation
of such commercial general liability policy. Certificates of insurance showing the limits of coverage required hereunder and showing
Landlord as an additional insured, along with reasonable evidence of the payment of premiums for the applicable period, shall
be delivered to Landlord by Tenant prior to (i) the earlier to occur of (x) the Commencement Date, or (y) the date that Tenant
accesses the Premises under this Lease, and (ii) each renewal of said insurance. Tenant’s policy may be a “blanket
policy” with an aggregate per location endorsement which specifically provides that the amount of insurance shall not be
prejudiced by other losses covered by the policy. Tenant shall, at least 5 days prior to the expiration of such policies, furnish
Landlord with renewal certificates.


 


In
each instance where insurance is to name Landlord as an additional insured, Tenant shall upon written request of Landlord also
designate and furnish certificates so evidencing Landlord as additional insured to: (i) any lender of Landlord holding a security
interest in the Project or any portion thereof, (ii) the landlord under any lease wherein Landlord is tenant of the real property
on which the Project is located, if the interest of Landlord is or shall become that of a tenant under a ground or other underlying
lease rather than that of a fee owner, and/or (iii) any management company retained by Landlord to manage the Project.


 


The
property insurance obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based
upon an assignment from its insured, against Landlord or Tenant, and their respective officers, directors, employees, managers,
agents, invitees and contractors (“Related Parties”), in connection with any loss or damage thereby insured
against. Notwithstanding anything to the contrary contained in this Lease, neither party nor its respective Related Parties shall
be liable to the other for loss or damage caused by any risk insured against under property insurance required to be maintained
hereunder, and each party waives any claims against the other party, and its respective Related Parties, for such loss or damage.
The failure of a party to insure its property shall not void this waiver. Landlord and its respective Related Parties shall not
be liable for, and Tenant hereby waives all claims against such parties for, business interruption and losses occasioned thereby
sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises or
the Project from any cause whatsoever. If the foregoing waivers shall contravene any law with respect to exculpatory agreements,
the liability of Landlord or Tenant shall be deemed not released but shall be secondary to the other’s insurer.


 





 




    	 	 	 



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Landlord
may require insurance policy limits to be raised to conform with requirements of Landlord’s lender and/or to bring coverage
limits to levels then being generally required of new tenants within the Project; provided, however, that the increased amount
of coverage is consistent with coverage amounts then being required by institutional owners of similar projects with tenants occupying
similar size premises in the geographical area in which the Project is located.


 


18.
Restoration. If, at any time during the Term, the Project or the Premises are damaged or destroyed by a fire or other insured
casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time Landlord reasonably
estimates it will take to restore the Project or the Premises, as applicable (the “Restoration Period”). If
the Restoration Period is estimated to exceed 9 months (the “Maximum Restoration Period”), Landlord may, in
such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction;
provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease
by written notice to Landlord delivered within 20 business days of receipt of a notice from Landlord estimating a Restoration
Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this
Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating
Expense), promptly restore the Premises (excluding the Alterations or other improvements installed by Tenant or by Landlord and
paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed
to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by
any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal
or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to
herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration
of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period,
Landlord may, in its sole and absolute discretion, elect by delivery of written notice to Tenant any time after the expiration
of the Maximum Restoration Period or, if longer, the Restoration Period, not to proceed with such repair and restoration or Tenant
may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period or, if
longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to
make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery
of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain
any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant.


 


Tenant,
at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure
(as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to
be done by Landlord. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to
the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more
than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that
Landlord provides Tenant with written notice of the estimated Restoration Period. Notwithstanding anything to the contrary contained
herein, Landlord shall also have the right to terminate this Lease if sufficient insurance proceeds are not available for such
restoration (for any reason other than Landlord’s failure to maintain the insurance required to be maintained by Landlord
pursuant to Section 17). Rent shall be abated from the date all required Hazardous Material Clearances are obtained until
the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant
bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is
suitable, in Tenant’s reasonable discretion, for the temporary conduct of Tenant’s business. In the event that no
Hazardous Material Clearances are required to be obtained by Tenant with respect to the Premises, rent abatement shall commence
on the date of discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, and except as provided
in this Section 18, Tenant waives any right to terminate the Lease by reason of damage or casualty loss.


 





 




    	 	 	 



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The
provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect
to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute
or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction
to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section
18 sets forth their entire understanding and agreement with respect to such matters.


 


19.
Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or quasi-public
use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a
“Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, materially
interfere with or impair Landlord’s ownership or operation of the Project or would in the reasonable judgment of Landlord
and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable
to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed
pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord
or Tenant to the other this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall
be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as
nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable
square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the
Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances.
Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment
to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right,
to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but
not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s
trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise
have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.


 


20.
Events of Default. Each of the following events shall be a default (“Default”) by Tenant under this
Lease:


 


(a)
Payment Defaults. Tenant shall fail to pay any installment of Rent or any other payment hereunder when due; provided, however,
that Landlord will give Tenant notice and an opportunity to cure any failure to pay Rent within 5 days of Tenant’s receipt
of any such notice not more than once in any 12 month period and Tenant agrees that such notice shall be in lieu of and not in
addition to, or shall be deemed to be, any notice required by law.


 


(b)
Insurance. Any insurance required to be maintained by Tenant pursuant to this Lease shall be canceled or terminated or
shall expire or shall be reduced or materially changed, or Landlord or Tenant shall receive a notice of nonrenewal of any such
insurance and Tenant shall fail to obtain replacement insurance at least 5 days before the expiration of the current coverage.


 


(c)
Abandonment. Tenant shall abandon the Premises. Tenant shall not be deemed to have abandoned the Premises if Tenant provides
Landlord with reasonable advance notice prior to vacating and, at the time of vacating the Premises, (i) Tenant completes Tenant’s
obligations under the Decommissioning and HazMat Closure Plan in compliance with Section 28, (ii) Tenant has obtained the
release of the Premises of all Hazardous Materials Clearances and the Premises are free from any residual impact from the Tenant
HazMat Operations and provides reasonably detailed documentation to Landlord confirming such matters, (iii) Tenant has made reasonable
arrangements with Landlord for the security of the Premises for the balance of the Term, and (iv) Tenant continues during the
balance of the Term to satisfy and perform all of Tenant’s obligations under this Lease as they come due.


 





 




    	 	 	 



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(d)
Improper Transfer. Tenant shall assign, sublease or otherwise transfer or attempt to transfer all or any portion of Tenant’s
interest in this Lease or the Premises except as expressly permitted herein, or Tenant’s interest in this Lease shall be
attached, executed upon, or otherwise judicially seized and such action is not released within 90 days of the action.


 


(e)
Liens. Tenant shall fail to discharge or otherwise obtain the release of any lien placed upon the Premises in violation
of this Lease within 10 days after Tenant receives notice that any such lien is filed against the Premises.


 


(f)
Insolvency Events. Tenant or any guarantor or surety of Tenant’s obligations hereunder shall: (A) make a general
assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief
entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar
official for it or for all or of any substantial part of its property (collectively a “Proceeding for Relief”);
(C) become the subject of any Proceeding for Relief which is not dismissed within 90 days of its filing or entry; or (D) die or
suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its
legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity).


 


(g)
Estoppel Certificate or Subordination Agreement. Tenant fails to execute any document required from Tenant under Sections
23 or 27 within 5 business days after a second notice requesting such document.


 


(h)
Other Defaults. Tenant shall fail to comply with any provision of this Lease other than those specifically referred to
in this Section 20, and, except as otherwise expressly provided herein, such failure shall continue for a period of 30
days after written notice thereof from Landlord to Tenant.


 


Any
notice given under Section 20(h) hereof shall: (i) specify the alleged default, (ii) demand that Tenant cure such default,
(iii) be in lieu of, and not in addition to, or shall be deemed to be, any notice required under any provision of applicable law,
and (iv) not be deemed a forfeiture or a termination of this Lease unless Landlord elects otherwise in such notice; provided
that if the nature of Tenant’s default pursuant to Section 20(h) is such that it cannot be cured by the payment
of money and reasonably requires more than 30 days to cure, then Tenant shall not be deemed to be in default if Tenant commences
such cure within said 30 day period and thereafter diligently prosecutes the same to completion; provided, however,
that such cure shall be completed no later than 60 days from the date of Landlord’s notice.


 


21.
Landlord’s Remedies.


 


(a)
Payment By Landlord; Interest. Upon a Default by Tenant hereunder, Landlord may, without waiving or releasing any obligation
of Tenant hereunder, make such payment or perform such act. All sums so paid or incurred by Landlord, together with interest thereon,
from the date such sums were paid or incurred, at the annual rate equal to 12% per annum or the highest rate permitted by law
(the “Default Rate”), whichever is less, shall be payable to Landlord on demand as Additional Rent. Nothing
herein shall be construed to create or impose a duty on Landlord to mitigate any damages resulting from Tenant’s Default
hereunder.


 


(b)
Late Payment Rent. Late payment by Tenant to Landlord of Rent and other sums due will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which will be extremely difficult and impracticable to ascertain. Such costs include,
but are not limited to, processing and accounting charges and late charges which may be imposed on Landlord under any Mortgage
covering the Premises. Therefore, if any installment of Rent due from Tenant is not received by Landlord within 5 days after the
date such payment is due, Tenant shall pay to Landlord an additional sum equal to 6% of the overdue Rent as a late charge. Notwithstanding
the foregoing, before assessing a late charge the first time in any calendar year, Landlord shall provide Tenant written notice
of the delinquency and will waive the right if Tenant pays such delinquency within 5 days thereafter. The parties agree that this
late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. In
addition to the late charge, Rent not paid when due shall bear interest at the Default Rate from the 5th day after the date due
until paid.


 





 




    	 	 	 



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(c)
Remedies. Upon the occurrence of a Default, Landlord, at its option, shall have in addition to all other rights and remedies
provided in this Lease, at law or in equity, the option to pursue any one or more of the following remedies, each and all of which
shall be cumulative and nonexclusive, without any notice or demand whatsoever.


 


(i)
Terminate this Lease, or at Landlord’s option, and to the extent permitted by applicable Legal Requirements, Tenant’s
right to possession only upon no less than 5 days’ advance written notice to Tenant, in which event Tenant shall immediately
surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it
may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any
other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages
therefor;


 


(ii)
Upon any termination of this Lease, whether pursuant to the foregoing Section 21(c)(i) or otherwise, Landlord may recover
from Tenant the following:


 


(A)
The worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus


 


(B)
The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the
time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus


 


(C)
The worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds
the amount of such rental loss that Tenant proves could have been reasonably avoided; plus


 


(D)
Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform
its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically including,
but not limited to, brokerage commissions attributable to the remainder of the Term of this Lease and, to the extent permitted
by applicable Legal Requirements, advertising expenses incurred, expenses of remodeling the Premises or any portion thereof for
a new tenant, whether for the same or a different use, and any special concessions made to obtain a new tenant; and


 


(E)
At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time
by applicable law.


 


The
term “rent” as used in this Section 21 shall be deemed to be and to mean all sums of every nature required
to be paid by Tenant pursuant to the terms of this Lease. As used in Sections 21(c)(ii)(A) and (B), above, the “worth
at the time of award” shall be computed by allowing interest at the Default Rate. As used in Section 21(c)(ii)(C)
above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate
of the Federal Reserve Bank of San Francisco at the time of award plus 1%.


 





 




    	 	 	 



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(iii)
Landlord may continue this Lease in effect after Tenant’s Default and recover rent as it becomes due (Landlord and Tenant
hereby agreeing that Tenant has the right to sublet or assign hereunder, subject only to reasonable limitations). Accordingly,
if Landlord does not elect to terminate this Lease following a Default by Tenant, Landlord may, from time to time, without terminating
this Lease, enforce all of its rights and remedies hereunder, including the right to recover all Rent as it becomes due.


 


(iv)
Whether or not Landlord elects to terminate this Lease following a Default by Tenant, Landlord shall have the right to terminate
any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting
the Premises or may, in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases, licenses, concessions
or arrangements. Upon Landlord’s election to succeed to Tenant’s interest in any such subleases, licenses, concessions
or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in
the rent or other consideration receivable thereunder.


 


(v)
Independent of the exercise of any other remedy of Landlord hereunder or under applicable law, Landlord may conduct an environmental
test of the Premises as generally described in Section 30(d) hereof, at Tenant’s expense.


 


(d)
Effect of Exercise. Exercise by Landlord of any remedies hereunder or otherwise available shall not be deemed to be an
acceptance of surrender of the Premises and/or a termination of this Lease by Landlord, it being understood that such surrender
and/or termination can be effected only by the express written agreement of Landlord and Tenant. Any law, usage, or custom to
the contrary notwithstanding, Landlord shall have the right at all times to enforce the provisions of this Lease in strict accordance
with the terms hereof; and the failure of Landlord at any time to enforce its rights under this Lease strictly in accordance with
same shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions, and covenants
of this Lease or as having modified the same and shall not be deemed a waiver of Landlord’s right to enforce one or more
of its rights in connection with any subsequent default. A receipt by Landlord of Rent or other payment with knowledge of the
breach of any covenant hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this
Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. To the greatest extent permitted by
law, Tenant waives the service of notice of Landlord’s intention to re-enter, re-take or otherwise obtain possession of
the Premises as provided in any statute, or to institute legal proceedings to that end, and also waives all right of redemption
in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge. Any reletting of the Premises or any portion
thereof shall be on such terms and conditions as Landlord in its sole discretion may determine. Landlord shall not be liable for,
nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure to relet the Premises or collect
rent due in respect of such reletting or otherwise to mitigate any damages arising by reason of Tenant’s Default.


 


22.
Assignment and Subletting.


 


(a)
General Prohibition. Without Landlord’s prior written consent subject to and on the conditions described in this
Section 22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease
the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license
within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership
or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange
or in the over-the-counter market, a transfer or series of transfers whereby 50% or more of the issued and outstanding shares
or other ownership interests of such entity are, or voting control is, transferred (but excepting transfers upon deaths of individual
owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons
or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company
at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided
in this Section 22.


 





 




    	 	 	 



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(b)
Permitted Transfers. If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the
Premises other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45
business days, before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”),
Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed
assignee or sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled,
treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the
proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy
of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary
or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business
days after receipt of the Assignment Notice: (i) grant such consent, or (ii) refuse such consent, in its reasonable discretion.
Among other reasons, it shall be reasonable for Landlord to withhold its consent in any of these instances: (1) the proposed
assignee or subtenant is a governmental agency; (2) in Landlord’s reasonable
judgment, the use of the Premises by the proposed assignee or subtenant would entail any alterations that would materially lessen
the value of the leasehold improvements in the Premises, or would require materially increased services by Landlord; (3) in
Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in areas of scientific research or other business
concerns that are controversial such that they may (i) attract or cause negative publicity for or about the Building or the Project,
(ii) negatively affect the reputation of the Building, the Project or Landlord, (iii) attract protestors to the Building or the
Project, or (iv) lessen the attractiveness of the Building or the Project to any tenants or prospective tenants, purchasers or
lenders; (4) in Landlord’s reasonable judgment, the proposed assignee or subtenant lacks the creditworthiness to support
the financial obligations it will incur under the proposed assignment or sublease; (5) in Landlord’s
reasonable judgment, the character, reputation, or business of the proposed assignee or subtenant is inconsistent with the desired
tenant-mix or the quality of other tenancies in the Project or is inconsistent with the type and quality of the nature of the
Building; (6) Landlord has received from any prior landlord to the proposed assignee or subtenant a negative report concerning
such prior landlord’s experience with the proposed assignee or subtenant;
(7) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or subtenant; (8) the use of
the Premises by the proposed assignee or subtenant will violate any applicable Legal Requirement; (9) the proposed assignee or
subtenant is an entity with whom Landlord is then negotiating to lease comparable space in the Project; or (10) the assignment
or sublease is prohibited by Landlord’s lender. No failure of Landlord
to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed
assignment, sublease or other transfer. Tenant shall pay to Landlord a fee equal to Two Thousand Five Hundred Dollars ($2,500)
in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. Notwithstanding
the foregoing, Landlord’s consent to an assignment of this Lease or a subletting of any portion of the Premises to any entity
controlling, controlled by or under common control with Tenant (a “Control Permitted Assignment”) shall not
be required, provided that Landlord shall have the right to approve the form of any such sublease or assignment (which approval
shall not be unreasonably withheld or delayed). In addition, Tenant shall have the right to assign this Lease, upon 30 days prior
written notice to Landlord ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which
case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements,
Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable
to Landlord and Tenant) but without obtaining Landlord’s prior written consent, to a corporation or other entity which is
a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially
all of the assets or the ownership interests of Tenant provided that (i) such merger or consolidation, or such acquisition or
assumption, as the case may be, is for a good business purpose and not principally for the purpose of transferring the Lease,
and (ii) the net worth (as determined in accordance with generally accepted accounting principles (“GAAP”))
of the assignee is not less than the greater of the net worth (as determined in accordance with GAAP) of Tenant as of (A) the
Commencement Date, or (B) as of the date of Tenant’s most current quarterly or annual financial statements, and (iii) such
assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease (a “Corporate Permitted
Assignment”) Control Permitted Assignments and Corporate Permitted Assignments are hereinafter referred to as “Permitted
Assignments.


 





 




    	 	 	 



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(c)
Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is
required, Landlord may require:


 


(i)
that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party
notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly
to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due
under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be
terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated
to accept such attornment; and


 


(ii)
A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee
or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies
of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by
the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including,
without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation
of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after
Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion);
and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any
storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee
or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary
nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.


 


(d)
No Release of Tenant, Sharing of Excess Rents. Notwithstanding any assignment or subletting, Tenant and any guarantor or
surety of Tenant’s obligations under this Lease shall at all times remain fully and primarily responsible and liable for
the payment of Rent and for compliance with all of Tenant’s other obligations under this Lease. Other than in connection
with a Permitted Assignment, if the Rent due and payable by a sublessee or assignee (or a combination of the rental payable under
such sublease or assignment plus any bonus or other consideration therefor or incident thereto in any form) exceeds the sum of
the Rent payable under this Lease, and actual and reasonable brokerage fees, legal costs and any design or construction fees directly
related to and required pursuant to the terms of any such sublease) (“Excess Rent”), then Tenant shall be bound
and obligated to pay Landlord as Additional Rent hereunder 50% of such Excess Rent within 30 days following receipt thereof by
Tenant. If Tenant shall sublet the Premises or any part thereof, Tenant hereby immediately and irrevocably assigns to Landlord,
as security for Tenant’s obligations under this Lease, all rent from any such subletting, and Landlord as assignee, or a
receiver for Tenant appointed on Landlord’s application, may collect such rent and apply it toward Tenant’s obligations
under this Lease; except that, until the occurrence of a Default, Tenant shall have the right to collect such rent.


 


(e)
No Waiver. The consent by Landlord to an assignment or subletting shall not relieve Tenant or any assignees of this Lease
or any sublessees of the Premises from obtaining the consent of Landlord to any further assignment or subletting nor shall it
release Tenant or any assignee or sublessee of Tenant from full and primary liability under the Lease. The acceptance of Rent
hereunder, or the acceptance of performance of any other term, covenant, or condition hereof, from any other person or entity
shall not be deemed to be a waiver of any of the provisions of this Lease or a consent to any subletting, assignment or other
transfer of the Premises.


 





 




    	 	 	 



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(f)
Prior Conduct of Proposed Transferee. Notwithstanding any other provision of this Section 22, other than in connection
with a Permitted Assignment, if (i) the proposed assignee or sublessee of Tenant has been required by any prior landlord, lender
or Governmental Authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination
resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject
to an enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation,
release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required
reporting to any Governmental Authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity
of or underlying the Project, the risk that Landlord would be targeted as a responsible party in connection with the remediation
of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials
by such proposed assignee or sublessee, Landlord shall have the absolute right to refuse to consent to any assignment or subletting
to any such party.


 


23.
Estoppel Certificate. Tenant shall, within 15 business days of written notice from Landlord, execute, acknowledge and deliver
a statement in writing in any form reasonably requested by a proposed lender or purchaser, (i) certifying that this Lease is unmodified
and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified
is in full force and effect) and the dates to which the rental and other charges are paid in advance, if any, (ii) acknowledging,
to Tenant’s knowledge, that there are not any uncured defaults on the part of Landlord hereunder, or specifying such defaults
if any are claimed, and (iii) setting forth such further information with respect to the status of this Lease or the Premises
as may be reasonably requested thereon. Any such statement may be relied upon by any prospective purchaser or encumbrancer of
all or any portion of the real property of which the Premises are a part. Tenant’s failure to deliver such statement within
5 days after Tenant’s receipt of a second notice from Landlord requesting such statement after the expiration of the aforementioned
15 business day period shall, at the option of Landlord, constitute a Default under this Lease, and, in any event, shall be conclusive
upon Tenant that the Lease is in full force and effect and without modification except as may be represented by Landlord in any
certificate prepared by Landlord and delivered to Tenant for execution.


 


24.
Quiet Enjoyment. So long as Tenant is not in Default under this Lease, Tenant shall, subject to the terms of this Lease,
at all times during the Term, have peaceful and quiet enjoyment of the Premises against any person claiming by, through or under
Landlord.


 


25.
Prorations. All prorations required or permitted to be made hereunder shall be made on the basis of a 360 day year and
30 day months.


 


26.
Rules and Regulations. Tenant shall, at all times during the Term and any extension thereof, comply with all reasonable
rules and regulations at any time or from time to time established by Landlord covering use of the Premises and the Project. The
current rules and regulations are attached hereto as Exhibit E. If there is any conflict between said rules and regulations
and other provisions of this Lease, the terms and provisions of this Lease shall control. Landlord shall not have any liability
or obligation for the breach of any rules or regulations by other tenants in the Project and shall not enforce such rules and
regulations in a discriminatory manner.


 





 




    	 	 	 



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27.
Subordination. This Lease and Tenant’s interest and rights hereunder are hereby made and shall be subject and subordinate
at all times to the lien of any Mortgage now existing or hereafter created on or against the Project or the Premises, and all
amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the
necessity of any further instrument or act on the part of Tenant; provided, however that so long as there is no
Default hereunder, Tenant’s right to possession of the Premises and Tenant’s other rights and interests to the Premises
and the Project under this Lease shall not be disturbed by the Holder of any such Mortgage. Tenant agrees, at the election of
the Holder of any such Mortgage, to attorn to any such Holder. Tenant agrees upon demand to execute, acknowledge and deliver such
commercially reasonable instruments, confirming such subordination, and such instruments of attornment as shall be requested by
any such Holder, provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment
of the Premises as set forth in Section 24 hereof. Notwithstanding the foregoing, any such Holder may at any time subordinate
its Mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be
deemed prior to such Mortgage without regard to their respective dates of execution, delivery or recording and in that event such
Holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery
and recording of such Mortgage and had been assigned to such Holder. The term “Mortgage” whenever used in this
Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “Holder”
of a Mortgage shall be deemed to include the beneficiary under a deed of trust. As of the date of this Lease, there is no existing
Mortgage encumbering the Project.


 


28.
Surrender. Upon the expiration of the Term or earlier termination of Tenant’s right of possession, Tenant shall surrender
the Premises to Landlord in the same condition as received, subject to any Alterations or Installations permitted by Landlord
to remain in the Premises, free of Hazardous Materials brought upon, kept, used, stored, handled, treated, generated in, or released
or disposed of from, the Premises by any person other than a Landlord Party (collectively, “Tenant HazMat Operations”)
and released of all Hazardous Materials Clearances, broom clean, ordinary wear and tear and casualty loss and condemnation covered
by Sections 18 and 19 excepted. At least 3 months prior to the surrender of the Premises or such earlier date as
Tenant may elect to cease operations at the Premises, Tenant shall deliver to Landlord a narrative description of the actions
proposed (or required by any Governmental Authority) to be taken by Tenant in order to surrender the Premises (including any Installations
and/or Alterations permitted by Landlord to remain in the Premises) at the expiration or earlier termination of the Term, free
from any residual impact from the Tenant HazMat Operations and otherwise released for unrestricted use and occupancy (the “Decommissioning
and HazMat Closure Plan”). Such Decommissioning and HazMat Closure Plan shall be accompanied by a current listing of
(i) all Hazardous Materials licenses and permits held by or on behalf of any Tenant Party with respect to the Premises, and (ii)
all Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the Premises, and shall be subject
to the review and approval of Landlord’s environmental consultant, which approval shall not be unreasonably withheld. In
connection with the review and approval of the Decommissioning and HazMat Closure Plan, upon the request of Landlord, Tenant shall
deliver to Landlord or its consultant such additional non-proprietary information concerning Tenant HazMat Operations as Landlord
shall reasonably request. On or before such surrender, Tenant shall deliver to Landlord evidence that the approved Decommissioning
and HazMat Closure Plan shall have been satisfactorily completed and Landlord shall have the right, subject to reimbursement at
Tenant’s expense as set forth below, to cause Landlord’s environmental consultant to inspect the Premises and perform
such additional procedures as may be deemed reasonably necessary to confirm that the Premises are, as of the effective date of
such surrender or early termination of the Lease, free from any residual impact from Tenant HazMat Operations. Tenant shall reimburse
Landlord, as Additional Rent, for the reasonable actual out-of-pocket expense incurred by Landlord for Landlord’s environmental
consultant to review and approve the Decommissioning and HazMat Closure Plan and to visit the Premises and verify satisfactory
completion of the same, which cost shall not exceed $5,000. Landlord shall have the unrestricted right to deliver such Decommissioning
and HazMat Closure Plan and any report by Landlord’s environmental consultant with respect to the surrender of the Premises
to third parties.


 


If
Tenant shall fail to prepare or submit a Decommissioning and HazMat Closure Plan approved by Landlord, or if Tenant shall fail
to complete the approved Decommissioning and HazMat Closure Plan, or if such Decommissioning and HazMat Closure Plan, whether
or not approved by Landlord, shall fail to adequately address any residual effect of Tenant HazMat Operations in, on or about
the Premises, Landlord shall have the right to take such actions as Landlord may deem reasonable or appropriate to assure that
the Premises and the Project are surrendered free from any residual impact from Tenant HazMat Operations, the cost of which actions
shall be reimbursed by Tenant as Additional Rent within 30 days following Tenant’s receipt of a reasonably documented invoice
therefor, without regard to the limitation set forth in the first paragraph of this Section 28.


 





 




    	 	 	 



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Tenant
shall immediately return to Landlord all keys and/or access cards to parking, the Project, restrooms or all or any portion of
the Premises furnished to or otherwise procured by Tenant. If any such access card or key is lost, Tenant shall pay to Landlord,
at Landlord’s election, either the reasonable actual cost of replacing such lost access card or key or the reasonable actual
cost of reprogramming the access security system in which such access card was used or changing the lock or locks opened by such
lost key. Any Tenant’s Property, Alterations and property not so removed by Tenant as permitted or required herein shall
be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant’s expense, and Tenant waives all claims
against Landlord for any damages resulting from Landlord’s retention and/or disposition of such abandoned property. All
obligations of Tenant hereunder not fully performed as of the termination of the Term, including the obligations of Tenant under
Section 30 hereof, shall survive the expiration or earlier termination of the Term, including, without limitation, indemnity
obligations, payment obligations with respect to Rent and obligations concerning the condition and repair of the Premises.


 


29.
Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT ARISING
OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED HERETO.


 


30.
Environmental Requirements.


 


(a)
Prohibition/Compliance/Indemnity. Tenant shall not cause or permit any Hazardous Materials (as hereinafter defined) to
be brought upon, kept, used, stored, handled, treated, generated in or about, or released or disposed of from, the Premises or
the Project in violation of applicable Environmental Requirements (as hereinafter defined) by Tenant or any Tenant Party. If Tenant
breaches the obligation stated in the preceding sentence, or if the presence of Hazardous Materials in the Premises during Tenant’s
occupancy of the Premises or any holding over results in contamination of the Premises, the Project or any adjacent property or
if contamination of the Premises, the Project or any adjacent property by Hazardous Materials brought into, kept, used, stored,
handled, treated, generated in or about, or released or disposed of from, the Premises by anyone other than Landlord and Landlord’s
employees, agents and contractors otherwise occurs during Tenant’s occupancy of the Premises or any holding over, Tenant
hereby indemnifies and shall defend and hold Landlord, its officers, directors, employees, agents and contractors harmless from
any and all actions (including, without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings,
and orders or judgments arising out of or resulting therefrom), costs, claims, damages (including, without limitation, punitive
damages and damages based upon diminution in value of the Premises or the Project, or the loss of, or restriction on, use of the
Premises or any portion of the Project), expenses (including, without limitation, attorneys’, consultants’ and experts’
fees, court costs and amounts paid in settlement of any claims or actions), fines, forfeitures or other civil, administrative
or criminal penalties, injunctive or other relief (whether or not based upon personal injury, property damage, or contamination
of, or adverse effects upon, the environment, water tables or natural resources), liabilities or losses (collectively, “Environmental
Claims”) which arise during or after the Term as a result of such contamination. This indemnification of Landlord by
Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, treatment,
remedial, removal, or restoration work required by any federal, state or local Governmental Authority because of Hazardous Materials
present in the air, soil or ground water above, on, or under the Premises. Without limiting the foregoing, if the presence of
any Hazardous Materials on the Premises, the Building, the Project or any adjacent property caused or permitted by Tenant or any
Tenant Party results in any contamination of the Premises, the Building, the Project or any adjacent property, Tenant shall promptly
take all actions at its sole expense and in accordance with applicable Environmental Requirements as are necessary to return the
Premises, the Building, the Project or any adjacent property to the condition existing prior to the time of such contamination,
provided that Landlord’s approval of such action shall first be obtained, which approval shall not unreasonably be withheld
so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises, the Building
or the Project. Notwithstanding anything to the contrary contained in Section 28 or this Section 30, Tenant shall
not be responsible for, and the indemnification and hold harmless obligation set forth in this paragraph shall not apply to (i)
contamination in the Premises which Tenant can prove existed in the Premises immediately prior to the Commencement Date, (ii)
the presence of any Hazardous Materials in the Premises which Tenant can prove migrated from outside of the Premises into the
Premises, or (iii) the presence of any Hazardous Materials in the Premises caused by Landlord or any Landlord’s employees,
agents and contractors, unless in any case, the presence of such Hazardous Materials (x) is the result of a breach by Tenant of
any of its obligations under this Lease, or (y) was caused, contributed to or exacerbated by Tenant or any Tenant Party.


 





 


 




    	 	 	 



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(b)
Business. Landlord acknowledges that it is not the intent of this Section 30 to prohibit Tenant from using the Premises
for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence
of Hazardous Materials is strictly and properly monitored according to all then applicable Environmental Requirements. As a material
inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to
Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored,
handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals
or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such
Hazardous Materials on or from the Premises (“Hazardous Materials List”). Upon Landlord’s request, or
any time that Tenant is required to deliver a Hazardous Materials List to any Governmental Authority (e.g., the fire department)
in connection with Tenant’s use or occupancy of the Premises, Tenant shall deliver to Landlord a copy of such Hazardous
Materials List. Tenant shall deliver to Landlord true and correct copies of the following documents (the “Haz Mat Documents”)
relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials prior to the Commencement
Date, or if unavailable at that time, concurrent with the receipt from or submission to a Governmental Authority: permits; approvals;
reports and correspondence; storage and management plans, notice of violations of any Legal Requirements; plans relating to the
installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be
permitted after Landlord has given Tenant its written consent to do so, which consent may be withheld in Landlord’s sole
and absolute discretion); all closure plans or any other documents required by any and all federal, state and local Governmental
Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks; and a Decommissioning
and HazMat Closure Plan (to the extent surrender in accordance with Section 28 cannot be accomplished in 3 months). Tenant
is not required, however, to provide Landlord with any portion(s) of the Haz Mat Documents containing information of a proprietary
nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. It is not the
intent of this Section to provide Landlord with information which could be detrimental to Tenant’s business should such
information become possessed by Tenant’s competitors.


 


(c)
Tenant Representation and Warranty. Tenant hereby represents and warrants to Landlord that (i) neither Tenant nor, to Tenant’s
actual knowledge, any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any
time to take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted
by Tenant of such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question,
and (ii) Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage,
handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related
to the failure to make a required reporting to any Governmental Authority).


 





 




    	 	 	 



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(d) Testing.
Landlord shall have the right to conduct annual tests of the Premises to determine whether any contamination of the Premises or
the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the reasonable actual cost of such
annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible
under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third
party contractors and test procedures reasonably acceptable to Landlord which tests are certified to Landlord, Landlord shall
accept such tests in lieu of the annual tests to be paid for by Tenant. In addition, at any time, and from time to time, prior
to the expiration or earlier termination of the Term, Landlord shall have the right to conduct appropriate tests of the Premises
and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with
such testing, upon the reasonable written request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary
information concerning the use of Hazardous Materials (other than Hazardous Materials contained in products customarily used by
tenants in de minimis quantities for ordinary cleaning and office purposes) in or about the Premises by Tenant or any Tenant Party.
If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such
tests. If no such contamination is found, Landlord shall pay the costs of such tests (which shall not constitute an Operating
Expense). Landlord shall provide Tenant with a copy of all third party, non-confidential reports and tests of the Premises made
by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant
shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing
and for which Tenant is responsible under this Section 30 in accordance with all Environmental Requirements. Landlord’s
receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant.


 


(e) Control
Areas. Tenant shall have the use of 100% of the control area designated as control area 1.2 on Exhibit H attached hereto.
For the avoidance of doubt, Tenant shall not have rights with respect to any other control areas at the Project.


 


(f) Underground
Tanks. If underground or other storage tanks storing Hazardous Materials located on the Premises or the Project are used by
Tenant or are hereafter placed on the Premises or the Project by Tenant, Tenant shall install, use, monitor, operate, maintain,
upgrade and manage such storage tanks, maintain appropriate records, obtain and maintain appropriate insurance, implement reporting
procedures, properly close any underground storage tanks, and take or cause to be taken all other actions necessary or required
under applicable state and federal Legal Requirements, as such now exists or may hereafter be adopted or amended in connection
with the installation, use, maintenance, management, operation, upgrading and closure of such storage tanks.


 


(g) Tenant’s
Obligations. Landlord’s and Tenant’s obligations under this Section 30 shall survive the expiration or
earlier termination of the Lease. During any period of time after the expiration or earlier termination of this Lease required
by Tenant or Landlord to complete the removal from the Premises of any Hazardous Materials (including, without limitation, the
release and termination of any licenses or permits restricting the use of the Premises and the completion of the approved Decommissioning
and HazMat Closure Plan), Tenant shall continue to pay the full Rent in accordance with this Lease for any portion of the Premises
not relet by Landlord in Landlord’s sole discretion, which Rent shall be prorated daily.


 


(h) Definitions.
As used herein, the term “Environmental Requirements” means all applicable present and future statutes, regulations,
ordinances, rules, codes, judgments, orders or other similar enactments of any Governmental Authority regulating or relating to
health, safety, or environmental conditions on, under, or about the Premises or the Project, or the environment, including without
limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation
and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder.
As used herein, the term “Hazardous Materials” means and includes any substance, material, waste, pollutant,
or contaminant listed or defined as hazardous or toxic, or regulated by reason of its impact or potential impact on humans, animals
and/or the environment under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof,
natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas).
As defined in Environmental Requirements, Tenant is and shall be deemed to be the “operator” of Tenant’s
“facility” and the “owner” of all Hazardous Materials brought on the Premises by Tenant
or any Tenant Party, and the wastes, by-products, or residues generated, resulting, or produced therefrom.


 





 


 




    	 	 	 



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31. Tenant’s
Remedies/Limitation of Liability. Landlord shall not be in default hereunder unless Landlord fails to perform any of its obligations
hereunder within 30 days after written notice from Tenant specifying such failure (unless such performance will, due to the nature
of the obligation, require a period of time in excess of 30 days, then after such period of time as is reasonably necessary).
Upon any default by Landlord, Tenant shall give notice by registered or certified mail to any Holder of a Mortgage covering the
Premises and to any landlord of any lease of property in or on which the Premises are located and Tenant shall offer such Holder
and/or landlord a reasonable opportunity to cure the default, including time to obtain possession of the Project by receivership
or power of sale or a judicial action if such should prove necessary to effect a cure; provided Landlord shall have furnished
to Tenant in writing the names and addresses of all such persons who are to receive such notices. All obligations of Landlord
hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant
may not terminate this Lease for breach of Landlord’s obligations hereunder.


 


 Notwithstanding
the foregoing, if any claimed Landlord default hereunder will immediately, materially and adversely affect Tenant’s ability
to conduct its business in the Premises (a “Material Landlord Default”), Tenant shall, as soon as reasonably
possible, but in any event within 5 business days of obtaining knowledge of such claimed Material Landlord Default, give Landlord
written notice of such claim, which notice shall specifically state that a Material Landlord Default exists and telephonic notice
to Tenant’s principal contact with Landlord. Landlord shall then have 2 business days to commence cure of such claimed Material
Landlord Default and shall diligently prosecute such cure to completion. If Landlord fails to commence cure of any claimed Material
Landlord Default as provided above, Tenant may commence and prosecute such cure to completion provided that it does not impact
or adversely affect any other tenants at the Project, the Building structure or Common Areas, and shall be entitled to recover
the costs of such cure (but not any consequential or other damages) from Landlord by way of reimbursement from Landlord with no
right to offset against Rent, to the extent of Landlord’s obligation to cure such claimed Material Landlord Default hereunder,
subject to the limitations set forth in the immediately following sentence of this paragraph and the other provisions of this
Lease. If such claimed Material Landlord Default is not a default by Landlord hereunder, or if Tenant failed to give Landlord
the notice required hereunder prior to commencing Tenant’s cure of any alleged Material Landlord Default, Landlord shall
be entitled to recover from Tenant, as Additional Rent, any costs incurred by Landlord in connection with such cure in excess
of the costs, if any, that Landlord would otherwise have been liable to pay hereunder.


 


All
obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises
and not thereafter, provided that any person or entity succeeding to the interest of Landlord assumes in writing all of the obligations
of Landlord under this Lease arising during such person’s or entity’s period of ownership of the Premises. The term
“Landlord” in this Lease shall mean only the owner for the time being of the Premises. Upon the transfer by
such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord
thereafter accruing, but such obligations shall be binding during the Term upon each new owner for the duration of such owner’s
ownership.


 


32. Inspection
and Access. Landlord and Landlord’s representatives may enter the Premises during business hours on not less than 48
hours advance written notice (except in the case of emergencies in which case no such notice shall be required and such entry
may be at any time) for the purpose of effecting any such repairs as may be required or permitted pursuant to this Lease, inspecting
the Premises, showing the Premises to prospective purchasers and, during the last year of the Term, to prospective tenants or
for any other business purpose. Landlord shall use reasonable efforts to minimize interference with Tenant’s operations
in the Premises in connection with Landlord’s activities conducted pursuant to this paragraph. Landlord may erect a suitable
sign on the Premises stating the Premises are available to let or that the Project is available for sale. Landlord may grant easements,
make public dedications, designate Common Areas and create restrictions on or about the Premises, provided that no such
easement, dedication, designation or restriction materially, adversely affects Tenant’s use or occupancy of the Premises
for the Permitted Use (including Tenant’s access to and use of the parking spaces which Tenant is entitled to use pursuant
to Section 10). At Landlord’s written request, Tenant shall execute such instruments as may be necessary for such
easements, dedications or restrictions, provided that such instruments do not materially increase Tenant’s obligations or
materially decrease Tenant’s rights under this Lease. Tenant shall at all times, except in the case of emergencies, have
the right to escort Landlord or its agents, representatives, contractors or guests while the same are in the Premises, provided
such escort does not materially and adversely affect Landlord’s access rights hereunder. Landlord shall comply with Tenant’s
reasonable security and safety requirements with respect to entering the Premises; provided, however, that Tenant has notified
Landlord of such security and safety requirements simultaneously with or prior to Landlord’s entry into the Premises.


 





 




    	 	 	 



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 Tenant
agrees that Landlord may from time to time during the Term, conduct third party tours of the Premises (“Tours”)
which may be held with less than 24 hours advance notice; provided, however, that Tenant shall have the right to delay any Tours
for which it receives notice from Landlord for up to 24 hours if Tenant plans to conduct proprietary meetings at the Premises
during the time of such Tours and Tenant delivers written notice to Landlord of such proprietary meetings within 8 hours of receiving
Landlord’s notice of such Tours. Landlord shall endeavor to minimize disruption to Tenant’s operations in the Premises
during such Tours.


 


33. Security.
Tenant acknowledges and agrees that security devices and services, if any, while intended to deter crime may not in given instances
prevent theft or other criminal acts and that Landlord is not providing any security services with respect to the Premises. Tenant
agrees that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss
by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any
other breach of security with respect to the Premises. Tenant shall be solely responsible for the personal safety of Tenant’s
officers, employees, agents, contractors, guests and invitees while any such person is in, on or about the Premises and/or the
Project. Tenant shall at Tenant’s cost obtain insurance coverage to the extent Tenant desires protection against such criminal
acts.


 


34. Force
Majeure. Except for the payment of Rent, neither Landlord nor Tenant shall be held responsible or liable for delays in the
performance of its obligations hereunder when caused by, related to, or arising out of acts of God, sinkholes or subsidence, strikes,
lockouts, or other labor disputes, embargoes, quarantines, extreme weather, national, regional, or local disasters, calamities,
or catastrophes, inability to obtain labor or materials (or reasonable substitutes therefor) at reasonable costs or failure of,
or inability to obtain, utilities necessary for performance, governmental restrictions, orders, limitations, regulations, or controls,
national emergencies, delay in issuance or revocation of permits, enemy or hostile governmental action, terrorism, insurrection,
riots, civil disturbance or commotion, fire or other casualty, and other causes or events beyond their reasonable control (“Force
Majeure”).


 


35. Brokers.
Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “Broker”)
in connection with this transaction and that no Broker brought about this transaction, other than Hughes Marino, Cushman &
Wakefield and CBRE. Landlord and Tenant each hereby agree to indemnify and hold the other harmless from and against any claims
by any Broker, other than Hughes Marino, Cushman & Wakefield and CBRE, claiming a commission or other form of compensation
by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this leasing transaction. Landlord shall be responsible
for all fees of Hughes Marino, Cushman & Wakefield and CBRE arising out of the execution of this Lease in accordance with
the terms of separate written agreements between Landlord, on the one hand, and Hughes Marino, Cushman & Wakefield and CBRE,
respectively, on the other hand.


 





 




    	 	 	 



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36. Limitation
on Landlord’s Liability. NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR IN ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT
TO THE CONTRARY: (A) LANDLORD SHALL NOT BE LIABLE TO TENANT OR ANY OTHER PERSON FOR (AND TENANT AND EACH SUCH OTHER PERSON ASSUMES
ALL RISK OF) LOSS, DAMAGE OR INJURY, WHETHER ACTUAL OR CONSEQUENTIAL TO: TENANT’S PERSONAL PROPERTY OF EVERY KIND AND DESCRIPTION,
INCLUDING, WITHOUT LIMITATION TRADE FIXTURES, EQUIPMENT, INVENTORY, SCIENTIFIC RESEARCH, SCIENTIFIC EXPERIMENTS, LABORATORY ANIMALS,
PRODUCT, SPECIMENS, SAMPLES, AND/OR SCIENTIFIC, BUSINESS, ACCOUNTING AND OTHER RECORDS OF EVERY KIND AND DESCRIPTION KEPT AT THE
PREMISES AND ANY AND ALL INCOME DERIVED OR DERIVABLE THEREFROM; (B) THERE SHALL BE NO PERSONAL RECOURSE TO LANDLORD FOR ANY ACT
OR OCCURRENCE IN, ON OR ABOUT THE PREMISES OR ARISING IN ANY WAY UNDER THIS LEASE OR ANY OTHER AGREEMENT BETWEEN LANDLORD AND
TENANT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ANY LIABILITY OF LANDLORD HEREUNDER SHALL BE STRICTLY LIMITED SOLELY TO LANDLORD’S
INTEREST IN THE PROJECT OR ANY PROCEEDS FROM SALE OR CONDEMNATION THEREOF AND ANY INSURANCE PROCEEDS PAYABLE IN RESPECT OF LANDLORD’S
INTEREST IN THE PROJECT OR IN CONNECTION WITH ANY SUCH LOSS; AND (C) IN NO EVENT SHALL ANY PERSONAL LIABILITY BE ASSERTED AGAINST
LANDLORD IN CONNECTION WITH THIS LEASE NOR SHALL ANY RECOURSE BE HAD TO ANY OTHER PROPERTY OR ASSETS OF LANDLORD OR ANY OF LANDLORD’S
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. UNDER NO CIRCUMSTANCES SHALL LANDLORD OR ANY OF LANDLORD’S OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE FOR INJURY TO TENANT’S BUSINESS OR FOR ANY LOSS OF INCOME OR PROFIT
THEREFROM.


 


37. Severability.
If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws, then and in that event,
it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. It is also the intention
of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable,
there be added, as a part of this Lease, a clause or provision as similar in effect to such illegal, invalid or unenforceable
clause or provision as shall be legal, valid and enforceable.


 


38. Signs;
Exterior Appearance. Tenant shall not, without the prior written consent of Landlord, which may be granted or withheld in
Landlord’s reasonable discretion: (i) attach any awnings, exterior lights, decorations, balloons, flags, pennants, banners,
painting or other projection to any outside wall of the Project, (ii) use any curtains, blinds, shades or screens other than Landlord’s
standard window coverings, (iii) coat or otherwise sunscreen the interior or exterior of any windows, (iv) place any bottles,
parcels, or other articles on the window sills, (v) place any equipment, furniture or other items of personal property on any
exterior balcony, or (vi) paint, affix or exhibit on any part of the Premises or the Project any signs, notices, window or door
lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises. Tenant’s
name and logo on the directory tablet shall be inscribed, painted or affixed for Tenant by Landlord at the sole cost and expense
of Tenant, and shall be of a size, color and type acceptable to Landlord. Nothing may be placed on the exterior of corridor walls
or corridor doors other than Landlord’s standard lettering. The directory tablet shall be provided exclusively for the display
of the name and location of tenants.


 


Tenant
shall have the non-exclusive right to display, 1 sign bearing Tenant’s name and logo on the monument sign serving the Project
in the location and pursuant to the specifications designated on Exhibit J (“Monument Sign”). Tenant
acknowledges and agrees that the Tenant’s Monument Sign, including, without limitation, the location, size, color and type,
shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld, and shall be subject to
and in compliance with applicable Legal Requirements and Landlord’s Project standards. The design, fabrication and installation
of the Tenant’s Monument Sign shall be paid for by Landlord. Tenant shall be responsible, at Tenant’s sole cost and
expense, for the maintenance of Tenant’s Monument Sign, the removal of the Tenant’s Monument Sign at the expiration
or earlier termination of the Term and for the repair of all damage resulting from such removal.


 


39. Right
to Extend Term. Tenant shall have the right to extend the Term of the Lease upon the following terms and conditions:


 


(a) Extension
Rights. Tenant shall have 1 right (the “Extension Right”) to extend the term of this Lease for 36 months
(the “Extension Term”) on the same terms and conditions as this Lease (other than with respect to Base Rent)
by giving Landlord written notice of its election to exercise the Extension Right at least 9 months prior, and no earlier than
12 months prior, to the expiration of the Base Term of this Lease.


 





 


 




    	 	 	 



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Upon
the commencement of the Extension Term, Base Rent shall be payable at the Market Rate (as defined below). Base Rent shall thereafter
be adjusted on each annual anniversary of the commencement of such Extension Term by a percentage as determined by Landlord and
agreed to by Tenant at the time the Market Rate is determined. As used herein, “Market Rate” shall mean the
rate that comparable landlords of comparable buildings have accepted in current transactions from non-equity (i.e., not being
offered equity in the buildings) and nonaffiliated tenants of similar financial strength for space of comparable size and quality
(including all Tenant Improvements, Alterations and other improvements) in Class A laboratory/office buildings in the Torrey Pines
area of San Diego for a comparable term, with the determination of the Market Rate to take into account all relevant factors,
including tenant inducements, views, available amenities (including, without limitation, the Alexandria Regional Amenities (as
defined in Section 40 below), age of the Building, age of mechanical systems serving the Premises, parking costs, leasing
commissions, allowances or concessions, if any.


 


If,
on or before the date which is 240 days prior to the expiration of the Base Term of this Lease, Tenant has not agreed with Landlord’s
determination of the Market Rate and the rent escalations during the Extension Term after negotiating in good faith, Tenant shall
be deemed to have elected arbitration as described in Section 39(b). Tenant acknowledges and agrees that, if Tenant has
elected to exercise the Extension Right by delivering notice to Landlord as required in this Section 39(a), Tenant shall
have no right thereafter to rescind or elect not to extend the term of this Lease for the Extension Term.


 


(b) Arbitration.


 


(i) Within
10 days of Tenant’s notice to Landlord of its election (or deemed election) to arbitrate Market Rate and escalations, each
party shall deliver to the other a proposal containing the Market Rate and escalations that the submitting party believes to be
correct (“Extension Proposal”). If either party fails to timely submit an Extension Proposal, the other party’s
submitted proposal shall determine the Base Rent and escalations for the Extension Term. If both parties submit Extension Proposals,
then Landlord and Tenant shall meet within 7 days after delivery of the last Extension Proposal and make a good faith attempt
to mutually appoint a single Arbitrator (and defined below) to determine the Market Rate and escalations. If Landlord and Tenant
are unable to agree upon a single Arbitrator, then each shall, by written notice delivered to the other within 10 days after the
meeting, select an Arbitrator. If either party fails to timely give notice of its selection for an Arbitrator, the other party’s
submitted proposal shall determine the Base Rent for the Extension Term. The 2 Arbitrators so appointed shall, within 5 business
days after their appointment, appoint a third Arbitrator. If the 2 Arbitrators so selected cannot agree on the selection of the
third Arbitrator within the time above specified, then either party, on behalf of both parties, may request such appointment of
such third Arbitrator by application to any state court of general jurisdiction in the jurisdiction in which the Premises are
located, upon 10 days prior written notice to the other party of such intent.


 


(ii) The
decision of the Arbitrator(s) shall be made within 30 days after the appointment of a single Arbitrator or the third Arbitrator,
as applicable. The decision of the single Arbitrator shall be final and binding upon the parties. The average of the two closest
Arbitrators in a three Arbitrator panel shall be final and binding upon the parties. Each party shall pay the fees and expenses
of the Arbitrator appointed by or on behalf of such party and the fees and expenses of the third Arbitrator shall be borne equally
by both parties. If the Market Rate and escalations are not determined by the first day of the Extension Term, then Tenant shall
pay Landlord Base Rent in an amount equal to the Base Rent in effect immediately prior to the Extension Term and increased by
the Rent Adjustment Percentage until such determination is made. After the determination of the Market Rate and escalations, the
parties shall make any necessary adjustments to such payments made by Tenant. Landlord and Tenant shall then execute an amendment
recognizing the Market Rate and escalations for the Extension Term.


 





 




    	 	 	 



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(iii) An
“Arbitrator” shall be any person appointed by or on behalf of either party or appointed pursuant to the provisions
hereof and: (i) shall be (A) a member of the American Institute of Real Estate Appraisers with not less than 10 years of experience
in the appraisal of improved office and high tech industrial real estate in the greater San Diego metropolitan area, or (B) a
licensed commercial real estate broker with not less than 15 years’ experience representing landlords and/or tenants in
the leasing of high tech or life sciences space in the greater San Diego metropolitan area, (ii) devoting substantially all of
their time to professional appraisal or brokerage work, as applicable, at the time of appointment and (iii) be in all respects
impartial and disinterested.


 


(c) Rights
Personal. Extension Rights are personal to Tenant and are not assignable without Landlord’s consent, which may be granted
or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to an assignment of Tenant’s
interest in the Lease, except that they may be assigned in connection with any Permitted Assignment of this Lease.


 


(d) Exceptions.
Notwithstanding anything set forth above to the contrary, Extension Rights shall, at Landlord’s option, not be in effect
and Tenant may not exercise any of the Extension Rights:


 


(i) during
any period of time that Tenant is in Default (beyond any applicable notice and cure period) under any provision of this Lease;
or


 


(ii) if
Tenant has been in Default under any provision of this Lease 3 or more times, whether or not the Defaults are cured, during the
12 month period immediately prior to the date that Tenant intends to exercise the Extension Right, whether or not the Defaults
are cured.


 


(e) No
Extensions. The period of time within which the Extension Right may be exercised shall not be extended or enlarged by reason
of Tenant’s inability to exercise the Extension Right.


 


(f) Termination.
The Extension Right shall, at Landlord’s option, terminate and be of no further force or effect even after Tenant’s
due and timely exercise of the Extension Right, if, after such exercise, but prior to the commencement date of an Extension Term,
Tenant has Defaulted 3 or more times during the period from the date of the exercise of an Extension Right to the date of the
commencement of the Extension Term, whether or not such Defaults are cured.


 





 




    	 	 	 



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40. Regional
Amenities.


 


(a) Generally.
Located at the project commonly known as 10996 Torreyana Road, San Diego, California (“The Alexandria”), which
is owned by an affiliate of Landlord (“The Alexandria Landlord”), are certain amenities which include, without
limitation, shared conference facilities (the “The Alexandria Shared Conference Facilities”), a fitness center
and restaurant (collectively, the “The Alexandria Amenities”). Located at the project commonly known as 10290
Campus Point and 10300 Campus Point Drive, San Diego, California (collectively, the “Campus Point Project”),
which is owned by another affiliate or affiliates of Landlord (collectively, the “Campus Point Landlord”),
are certain amenities which include, without limitation, shared conference facilities (the “Campus Point Shared Conference
Facilities”), a fitness center and restaurant (collectively, the “Campus Point Amenities”). The Alexandria
Shared Conference Facilities and the Campus Point Shared Conference Facilities may be collectively referred to herein as the “Shared
Conference Facilities.” The Alexandria Amenities and the Campus Point Amenities may be collectively referred to herein
as the “Alexandria Regional Amenities.” The Alexandria Regional Amenities are available for non-exclusive use
by (a) Tenant, (b) other tenants of the Project, (c) Landlord, (d) the tenants of The Alexandria Landlord and the Campus Point
Landlord, (e) The Alexandria Landlord, (f) other affiliates of Landlord, The Alexandria Landlord, the Campus Point Landlord and
Alexandria Real Estate Equities, Inc. (“ARE”), (g) the tenants of such other affiliates of Landlord, The Alexandria
Landlord, the Campus Point Landlord and ARE, and (h) any other parties permitted by The Alexandria Landlord and Campus Point Landlord
(collectively, “Users”). Landlord, The Alexandria Landlord, Campus Point Landlord, ARE, and all affiliates
of Landlord, The Alexandria Landlord, Campus Point Landlord and ARE may be referred to collectively herein as the “ARE
Parties.” Notwithstanding anything to the contrary contained herein, Tenant acknowledges and agrees that (i) The Alexandria
Landlord shall have the right, at the sole discretion of The Alexandria Landlord, to not make The Alexandria Amenities available
for use by some or all currently contemplated Users (including Tenant), and Campus Point Landlord shall have the right, at the
sole discretion of Campus Point Landlord, to not make the Campus Point Amenities available for use by some or all currently contemplated
Users (including Tenant). The Alexandria Landlord and Campus Point Landlord shall have the sole right to determine all matters
related to The Alexandria Amenities and the Campus Point Amenities, respectively, including, without limitation, relating to the
reconfiguration, relocation, modification or removal of any of The Alexandria Amenities or the Campus Point Amenities, respectively,
and/or to revise, expand or discontinue any of the services (if any) provided in connection with The Alexandria Amenities or the
Campus Point Amenities, respectively. Tenant acknowledges and agrees that Landlord has not made any representations or warranties
regarding the availability of the Alexandria Regional Amenities and that Tenant is not entering into this Lease relying on the
continued availability of the Alexandria Regional Amenities to Tenant.


 


(b) License.
Commencing on the Commencement Date, and so long as The Alexandria, the Campus Point Project and the Project continue to be owned
by affiliates of ARE, Tenant (and, subject to Landlord’s approval, which may be granted or withheld in Landlord’s
reasonable discretion with respect to each prospective subtenant, the subtenants of Tenant) shall have the non-exclusive right
to the use of the available Alexandria Regional Amenities in common with other Users pursuant to the terms of this Section
40. Fitness center passes shall be issued to Tenant for all full time employees of Tenant employed at the Premises. Commencing
on the Commencement Date, Tenant shall commence paying Landlord a fixed fee during the Base Term equal to $0.18 per rentable square
foot of the Premises per month (“Amenities Fee”), which Amenities Fee shall by payable on the first day of
each month during the Term whether or not Tenant elects to use any or all of the Alexandria Regional Amenities. The Amenities
Fee shall be increased annually on each anniversary of the Commencement Date by 3%. If all of the Alexandria Regional Amenities
become materially unavailable for use by Tenant (for any reason other than a Default by Tenant under this Lease or the default
by Tenant of any agreement(s) relating to the use of the Alexandria Regional Amenities by Tenant) for a period in excess of 90
consecutive days, then, commencing on the date that the Alexandria Regional Amenities in their entirety become materially unavailable
for use by Tenant and continuing for the period that the Alexandria Amenities in their entirety remain materially unavailable
for use by Tenant, the Amenities Fee then-currently payable by Tenant shall be abated.


 


(c) Shared
Conference Facilities. Use by Tenant of the Shared Conference Facilities and restaurants at The Alexandria and the Campus
Point Project shall be in common with other Users with scheduling procedures reasonably determined by The Alexandria Landlord
or the Campus Point Landlord, as applicable, or The Alexandria Landlord’s or Campus Point Landlord’s then designated
event operator (each, an “Event Operator”). Tenant’s use of the Shared Conference Facilities shall be
subject to the payment by Tenant to The Alexandria Landlord or the Campus Point Landlord, as applicable, of a fee equal to The
Alexandria Landlord’s or Campus Point Landlord’s, as applicable, quoted rates for the usage of the Shared Conference
Facilities in effect at the time of Tenant’s scheduling. Tenant’s use of the conference rooms in the Shared Conference
Facilities shall be subject to availability and The Alexandria Landlord and Campus Point Landlord, as applicable, (or, if applicable,
the applicable Event Operator) reserves the right to exercise its reasonable discretion in the event of conflicting scheduling
requests among Users. Tenant hereby acknowledges that (i) Biocom/San Diego, a California non-profit corporation (“Biocom”)
has the right to reserve the Alexandria Shared Conference Facilities and any reservable dining area(s) included within The Alexandria
Amenities for up to 50% of the time that The Alexandria Shared Conference Facilities and reservable dining area(s) are available
for use by Users each calendar month, and (ii) Illumina, Inc., a Delaware corporation, has the exclusive use of the main conference
room within The Alexandria Shared Conference Facilities for up to 4 days per calendar month.


 





 




    	 	 	 



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 Tenant
shall be required to use the food service operator designated by The Alexandria Landlord at The Alexandria and the food service
operator designated by the Campus Point Landlord at the Campus Point Project (as applicable, the “Designated Food and
Beverage Operator”) for any food and/or beverage service or catered events held by Tenant in the Shared Conference Facilities.
As of the date of this Lease, the Designated Food and Beverage Operator at The Alexandria is The Farmer and the Seahorse and the
Designated Food and Beverage Operator at the Campus Point Project is Stellar Bleu. The Alexandria Landlord and the Campus Point
Landlord have the right, in their sole and absolute discretion, to change the Designated Food and Beverage Operator at any time.
Tenant may not use any vendors other than the Designated Food and Beverage Operator nor may Tenant supply its own food and/or
beverages in connection with any food and/or beverage service or catered events held by Tenant in the Shared Conference Facilities.


 


 Tenant
shall, at Tenant’s sole cost and expense, (i) be responsible for the set-up of the Shared Conference Facilities in connection
with Tenant’s use (including, without limitation ensuring that Tenant has a sufficient number of chairs and tables and the
appropriate equipment), and (ii) surrender the Shared Conference Facilities after each time that Tenant uses the Shared Conference
Facilities free of Tenant’s personal property, in substantially the same set up and same condition as received, and free
of any debris and trash. If Tenant fails to restore and surrender the Shared Conference Facilities as required by sub-section
(ii) of the immediately preceding sentence, such failure shall constitute a “Shared Facilities Default.” Each
time that Landlord reasonably determines that Tenant has committed a Shared Facilities Default, Tenant shall be required to pay
Landlord a penalty within 5 days after notice from Landlord of such Shared Facilities Default. The penalty payable by Tenant in
connection with the first Shared Facilities Default shall be $200. The penalty payable shall increase by $50 for each subsequent
Shared Facilities Default (for the avoidance of doubt, the penalty shall be $250 for the second Shared Facilities Default, shall
be $300 for the third Shared Facilities Default, etc.). In addition to the foregoing, Tenant shall be responsible for reimbursing
The Alexandria Landlord, the Campus Point Landlord or Landlord, as applicable, for all costs expended by The Alexandria Landlord,
the Campus Point Landlord or Landlord, as applicable, in repairing any damage to the Shared Conference Facilities, the Alexandria
Regional Amenities, The Alexandria or the Campus Point Project caused by Tenant or any Tenant Related Party. The provisions of
this Section 40(c) shall survive the expiration or earlier termination of this Lease.


 


(d) Rules
and Regulations. Tenant shall be solely responsible for paying for any and all ancillary services (e.g., audio visual equipment)
provided to Tenant, all food services operators and any other third party vendors providing services to Tenant at The Alexandria
or the Campus Point Project. Tenant shall use the Alexandria Regional Amenities (including, without limitation, The Alexandria
Shared Conference Facilities and the Campus Point Shared Conference Facilities) in compliance with all applicable Legal Requirements
and any rules and regulations imposed by The Alexandria Landlord or the Campus Point Landlord, respectively, or Landlord from
time to time and in a manner that will not interfere with the rights of other Users. The use of the Alexandria Regional Amenities
other than the Shared Conference Facilities by employees of Tenant shall be in accordance with the terms and conditions of the
standard licenses, indemnification and waiver agreement required by The Alexandria Landlord, the Campus Point Landlord or any
operator of the Alexandria Regional Amenities, as applicable, to be executed by all persons wishing to use such Alexandria Regional
Amenities. Neither The Alexandria Landlord, the Campus Point Landlord nor Landlord (nor, if applicable, any other affiliate of
Landlord) shall have any liability or obligation for the breach of any rules or regulations by other Users with respect to the
Alexandria Regional Amenities. Tenant shall not make any alterations, additions, or improvements of any kind to any of the Alexandria
Regional Amenities, The Alexandria or the Campus Point Project.


 


 Tenant
acknowledges and agrees that The Alexandria Landlord and the Campus Point Landlord, shall have the right at any time and from
time to time to reconfigure, relocate, modify or remove any of the Alexandria Regional Amenities at The Alexandria or the Campus
Point Project, respectively, and/or to revise, expand or discontinue any of the services (if any) provided in connection with
the Alexandria Regional Amenities.


 





 




    	 	 	 



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(e) Waiver
of Liability and Indemnification. Tenant warrants that it will use reasonable care to prevent damage to property and injury
to persons while on The Alexandria or the Campus Point Project. Tenant waives any claims it or any Tenant Parties may have against
any ARE Parties relating to, arising out of or in connection with the use by Tenant and/or any Tenant Parties of the Alexandria
Regional Amenities and any entry by Tenant and/or any Tenant Parties onto The Alexandria of the Campus Point Project, and Tenant
releases and exculpates all ARE Parties from any liability relating to, arising out of or in connection with the Alexandria Regional
Amenities and any entry by Tenant and/or any Tenant Parties onto The Alexandria and/or the Campus Point Project, except, in each
case, to the extent caused by the willful misconduct or gross negligence of any ARE Party. Tenant hereby agrees to indemnify,
defend, and hold harmless the ARE Parties from any claim of damage to property or injury to person relating to, arising out of
or in connection with (i) the use of the Alexandria Regional Amenities by Tenant or any Tenant Parties, and (ii) any entry by
Tenant and/or any Tenant Parties onto The Alexandria and/or the Campus Point Project, except to the extent caused by the willful
misconduct or negligence of any ARE Party. The provisions of this Section 40 shall survive the expiration or earlier termination
of this Lease.


 


(f) Insurance.
As of the Commencement Date, Tenant shall cause The Alexandria Landlord and the Campus Point Landlord to be named as additional
insureds under the commercial general liability policy of insurance that Tenant is required to maintain pursuant to Section
17 of this Lease.


 


41. Landlord’s
Right to Relocate Tenant. Landlord shall have the right to relocate Tenant, upon 90 days’ prior written notice, from
all or part of the Premises to another area in the Project designated by Landlord (the “Relocation Premises”),
provided that: (a) the size of the Relocation Premises is at least equal to the size of the Premises, and (b) Landlord pays the
reasonable costs of moving Tenant and improving the Relocation Premises to a substantially similar standard (including with respect
to Installations located in the Premises) as that of the Premises, and reimburses Tenant for all reasonable costs directly incurred
by Tenant as a result of relocation, including without limitation all costs incurred by Tenant replacing Tenant’s letterhead,
promotional materials, business cards and similar items. Tenant shall cooperate with Landlord in all reasonable ways to facilitate
relocation.


 


42. HazMat
Storage Area. Notwithstanding anything to the contrary contained in this Lease, commencing on the Commencement Date, Tenant
shall have the right to use the Hazardous Materials storage area described on Exhibit I attached hereto (“HazMat
Storage Area”), for the storage of Tenant’s Hazardous Materials (not including flammable materials, which may
in no event be stored in the HazMat Storage Area). Tenant shall have all of the obligations under the Lease with respect to the
HazMat Storage Area as though the HazMat Storage Area were part of the Premises, excluding the obligation to pay Base Rent. Tenant
shall maintain appropriate records, obtain and maintain appropriate insurance, implement reporting procedures, and take or cause
to be taken all other actions necessary or required under applicable Legal Requirements in connection with the use of the HazMat
Storage Area. Landlord shall have no obligation to make any repairs or other improvements to the HazMat Storage Area and Tenant
shall maintain the same, at Tenant’s sole cost and expense, in good repair and condition during the Term as though the same
were part of the Premises. Tenant shall not make any alterations, additions, or improvements to the HazMat Storage Area of any
kind whatsoever. The number of parking spaces which Tenant has the right to use pursuant to Section 10 of the Lease shall
be reduced by 1 parking space during the term of the Lease with respect to the HazMat Storage Area. The term of the Lease with
respect to the HazMat Storage Area shall expire on the expiration date of the Term of the Lease; provided, however, that either
Landlord or Tenant may terminate Tenant’s right to use the HazMat Storage Area before such date upon 60 days prior written
notice to the other. Tenant shall, at Tenant’s sole cost and expense, surrender the HazMat Storage Area at the expiration
or earlier termination of the Term of the Lease with respect to the HazMat Storage Area free of any screening or other improvements,
free of any debris and trash and free of any Hazardous Materials in accordance with the requirements of Section 28 of the
Lease.


 





 




    	 	 	 



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43. Storage
Area. Notwithstanding anything to the contrary contained in this Lease, commencing on the Commencement Date, Tenant shall
have the right to use the storage area described on Exhibit I attached hereto (“Storage Area”), for
the storage of Tenant’s property and for no other use or purpose, at no additional cost. Tenant may not store Hazardous
Materials in the Storage Area. Tenant may install, at Tenant sole cost or expense, a locking fence or gate around the Storage
Area of a design and type acceptable to Landlord, in Landlord’s sole and absolute discretion. Landlord shall have the right,
in its sole and absolute discretion, to require Tenant to remove any such fence or gate installed by Tenant and restore all the
Storage Area to its original condition upon the expiration or earlier termination of the Term. The Storage Area shall be confined
to 2 parking spaces, and the number of parking spaces which Tenant has the right to use pursuant to Section 10 of the Lease
shall be reduced by 2 parking spaces during the Term of the Lease with respect to the Storage Area. Landlord shall have no obligation
to make any repairs or improvements to the Storage Area and Tenant shall maintain the same, at Tenant’s sole cost and expense,
in an orderly manner and good repair and condition during the Term as though the same were part of the Premises. At the expiration
or earlier termination of the Term, Tenant shall, at Tenant’s sole cost and expense, remove all of Tenant’s personal
property from the Storage Area and deliver the Storage Area to Landlord free of any debris and trash and free of any Hazardous
Materials.


 


44. Miscellaneous.


 


(a) Notices.
All notices or other communications between the parties shall be in writing and shall be deemed duly given upon delivery or refusal
to accept delivery by the addressee thereof if delivered in person, or upon actual receipt if delivered by reputable overnight
guaranty courier, addressed and sent to the parties at their addresses set forth above. Landlord and Tenant may from time to time
by written notice to the other designate another address for receipt of future notices.


 


(b) Joint
and Several Liability. If and when included within the term “Tenant,” as used in this instrument, there
is more than one person or entity, each shall be jointly and severally liable for the obligations of Tenant.


 


(c) Financial
Information. Tenant shall furnish Landlord with true and complete copies of (i) Tenant’s most recent unaudited
(or the extent available, audited) annual financial statements within 90 days of the end of each of Tenant’s fiscal years
during the Term, (ii) Tenant’s most recent unaudited quarterly financial statements within 45 days of the end of each of
Tenant’s first three fiscal quarters of each of Tenant’s fiscal years during the Term, (iii) at Landlord’s request
from time to time (but no more than once per year), updated business plans, including cash flow projections and/or pro forma balance
sheets and income statements, all of which shall be treated by Landlord as confidential information belonging to Tenant, (iv)
corporate brochures and/or profiles prepared by Tenant for prospective investors, and (v) any other financial information or summaries
that Tenant typically provides to its lenders or shareholders. So long as Tenant is a “public company” and its financial
information is publicly available, then the foregoing requirements of this Section 43(c) shall not apply.


 


(d) Recordation.
Neither this Lease nor a memorandum of lease shall be filed by or on behalf of Tenant in any public record. Landlord may prepare
and file, at Landlord’s sole cost and expense and upon written request by Landlord Tenant will execute, a memorandum of
lease with respect to this Lease.


 


(e) Interpretation.
The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Lease or any exhibits or amendments hereto. Words of any gender used in this Lease shall
be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless
the context otherwise requires. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise
describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease.


 





 




    	 	 	 



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(f) Not
Binding Until Executed. The submission by Landlord to Tenant of this Lease shall have no binding force or effect, shall not
constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution
of this Lease by both parties.


 


(g) Limitations
on Interest. It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum
rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so
as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with
respect to this Lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore collected
by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded
to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder
reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit
the recovery of the fullest amount otherwise called for hereunder.


 


(h) Choice
of Law. Construction and interpretation of this Lease shall be governed by the internal laws of the state in which the Premises
are located, excluding any principles of conflicts of laws.


 


(i) Time.
Time is of the essence as to the performance of Tenant’s obligations under this Lease.


 


(j) OFAC.
Tenant and Landlord are currently (a) in compliance with and shall at all times during the Term of this Lease remain in compliance
with the regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury and
any statute, executive order, or regulation relating thereto (collectively, the “OFAC Rules”), (b) not listed
on, and shall not during the Term of this Lease be listed on, the Specially Designated Nationals and Blocked Persons List, Foreign
Sanctions Evaders List, or the Sectoral Sanctions Identification List, which are all maintained by OFAC and/or on any other similar
list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation, and
(c) not a person or entity with whom a U.S. person is prohibited from conducting business under the OFAC Rules.


 


(k) Incorporation
by Reference. All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. If
there is any conflict between such exhibits or addenda and the terms of this Lease, such exhibits or addenda shall control.


 


(l) Entire
Agreement. This Lease, including the exhibits attached hereto, constitutes the entire agreement between Landlord and Tenant
pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, letters of intent,
negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements,
express or implied, made to either party by the other party in connection with the subject matter hereof except as specifically
set forth herein.


 


(m) No
Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of Base
Rent or any Additional Rent will be other than on account of the earliest stipulated Base Rent and Additional Rent, nor will any
endorsement or statement on any check or letter accompanying a check for payment of any Base Rent or Additional Rent be an accord
and satisfaction. Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance
of such Rent or to pursue any other remedy provided in this Lease.


 


(n) Hazardous
Activities. Notwithstanding any other provision of this Lease, Landlord, for itself and its employees, agents and contractors,
reserves the right to refuse to perform any repairs or services in any portion of the Premises which, pursuant to Tenant’s
routine safety guidelines, practices or custom or prudent industry practices, require any form of protective clothing or equipment
other than safety glasses. In any such case, Tenant shall contract with parties who are acceptable to Landlord, in Landlord’s
reasonable discretion, for all such repairs and services, and Landlord shall, to the extent required, equitably adjust Tenant’s
Share of Operating Expenses in respect of such repairs or services to reflect that Landlord is not providing such repairs or services
to Tenant.


 





 




    	 	 	 



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(o)
Redevelopment of Project. Tenant acknowledges that Landlord, in its sole discretion, may from time to time expand, renovate
and/or reconfigure the Project as the same may exist from time to time and, in connection therewith or in addition thereto, as
the case may be, from time to time without limitation: (a) change the shape, size, location, number and/or extent of any improvements,
buildings, structures, lobbies, hallways, entrances, exits, parking and/or parking areas relative to any portion of the Project;
(b) modify, eliminate and/or add any buildings, improvements, and parking structure(s) either above or below grade, to the Project,
the Common Areas and/or any other portion of the Project and/or make any other changes thereto affecting the same; and (c) make
any other changes, additions and/or deletions in any way affecting the Project and/or any portion thereof as Landlord may elect
from time to time, including without limitation, additions to and/or deletions from the land comprising the Project, the Common
Areas and/or any other portion of the Project. Notwithstanding anything to the contrary contained in this Lease, Tenant shall
have no right to seek damages (including abatement of Rent) or to cancel or terminate this Lease because of any proposed changes,
expansion, renovation or reconfiguration of the Project nor shall Tenant have the right to restrict, inhibit or prohibit any such
changes, expansion, renovation or reconfiguration; provided, however, Landlord shall not change the size, dimensions, location
or Tenant’s Permitted Use of the Premises. Landlord shall use reasonable efforts to cause the redevelopment contemplated
pursuant to this Section 45(o) to be performed in a manner that does not materially and adversely affect Tenant’s
beneficial use and occupancy of the Premises and/or access to or use of parking at the Project, other than on a temporary basis
while construction and related work may be ongoing. No expansion, renovation and/or reconfiguring of the Project pursuant to this
paragraph will result in Tenant having fewer parking spaces available for its use other than on a temporary basis while construction
and related work may be ongoing, and during such periods Landlord shall provide substitute parking in reasonable proximity to
the Project.


 


(p) Discontinued
Use. If, at any time following the Commencement Date, Tenant does not continuously conduct business operations in the Premises
for a period of 180 consecutive days, Landlord may, but is not obligated to, elect to terminate this Lease upon 30 days’
written notice to Tenant, whereupon this Lease shall terminate 30 days’ after Landlord’s delivery of such written
notice (“Termination Date”), and Tenant shall vacate the Premises and deliver possession thereof to Landlord
in the condition required by the terms of this Lease on or before the Termination Date and Tenant shall have no further obligations
under this Lease except for those accruing prior to the Termination Date and those which, pursuant to the terms of the Lease,
survive the expiration or early termination of the Lease.


 


(q) EV
Charging Stations. Landlord shall not unreasonably withhold its consent to Tenant’s written request to install 1 or
more electric vehicle car charging stations (“EV Stations”) in the parking area serving the Project; provided,
however, that Tenant complies with all reasonable requirements, standards, rules and regulations which may be imposed by Landlord,
at the time Landlord’s consent is granted, in connection with Tenant’s installation, maintenance, repair and operation
of such EV Stations, which may include, without limitation, the charge to Tenant of a reasonable monthly rental amount for the
parking spaces used by Tenant for such EV Stations, Landlord’s designation of the location of Tenant’s EV Stations,
and Tenant’s payment of all costs whether incurred by Landlord or Tenant in connection with the installation, maintenance,
repair and operation of each Tenant’s EV Station(s). Nothing contained in this paragraph is intended to increase the number
of parking spaces which Tenant is otherwise entitled to use at the Project under Section 10 of this Lease nor impose any
additional obligations on Landlord with respect to Tenant’s parking rights at the Project.


 





 




    	 	 	 



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(r) California
Accessibility Disclosure. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant,
and Tenant hereby acknowledges, that the Project has not undergone inspection by a Certified Access Specialist (CASp). In addition,
the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: “A Certified Access Specialist
(CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related
accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial
property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the
occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree
on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost
of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.”
In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant’s right
to request and obtain a CASp inspection, hereby elects not to obtain such CASp inspection and forever waives its rights to obtain
a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by Legal Requirements; and (ii)
if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to Legal Requirements, then Landlord and Tenant
hereby agree as follows (which constitutes the mutual agreement of the parties as to the matters described in the last sentence
of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request
must be made, if at all, in a written notice delivered by Tenant to Landlord; (B) any CASp inspection timely requested by Tenant
shall be conducted (1) at a time mutually agreed to by Landlord and Tenant, (2) in a professional manner by a CASp designated
by Landlord and without any testing that would damage the Premises, Building or Project in any way, and (3) at Tenant’s
sole cost and expense, including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for
any reports prepared by the CASp in connection with such CASp inspection (collectively, the “CASp Reports”)
and all other costs and expenses in connection therewith; (C) the CASp Reports shall be delivered by the CASp simultaneously to
Landlord and Tenant; (D) Tenant, at its sole cost and expense, shall be responsible for making any improvements, alterations,
modifications and/or repairs to or within the Premises to correct violations of construction-related accessibility standards including,
without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements,
alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating
to those items of the Building and Project located outside the Premises that are Landlord’s obligation to repair as set
forth in this Lease, then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent
required by Legal Requirements to correct such violations, and Tenant shall reimburse Landlord for the cost of such improvements,
alterations, modifications and/or repairs within 10 business days after Tenant’s receipt of an invoice therefor from Landlord.


 


(s) Consents.
Except as otherwise specified in this Lease as being subject to a party’s sole and absolute discretion, whenever this Lease
requires approval, consent, designation, determination, selection or judgment by either Landlord or Tenant, such approval, consent,
designation, determination, selection or judgment and any conditions imposed thereby shall be reasonable and shall not be unreasonably
withheld or delayed and, in exercising any right or remedy hereunder, each party shall at all times act reasonably in good faith.


 


(t) Counterparts.
This Lease may be executed in 2 or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature process complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Electronic signatures shall
be deemed original signatures for purposes of this Lease and all matters related thereto, with such electronic signatures having
the same legal effect as original signatures.


 


[
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IN
WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written.


 


	 	TENANT:
	 	 	 
	 	ONCOSEC
    MEDICAL INCORPORATED,
	 	a
    Nevada corporation
	 	 	 
	 	By:	/s/
    Daniel J. O’Connor
	 		Daniel
    J. O’Connor
	 	Its:	 PRES.
    & CEO
	 	 	 
	 	LANDLORD:
	 	 	 
	 	3535/3565
    GENERAL ATOMICS COURT, LLC,
	 	a
    Delaware limited liability company
	 	 	 
	 	By:	ALEXANDRIA
    REAL ESTATE EQUITIES, L.P., 
	 	 	a
    Delaware limited partnership,
	 		managing
    member 
	 	 	 
	 	By:	/s/ Gary Dean
	 	 	Gary Dean
	 	Its:	Senior Vice President
	 	 	RE Legal Affairs


 





 









    	 	 	 



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EXHIBIT
A TO LEASE


 


DESCRIPTION
OF PREMISES


 


 


 





 









    	 	 	 



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EXHIBIT
B TO LEASE


 


DESCRIPTION
OF PROJECT


 


 


 





 









    	 	 	 



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EXHIBIT
C TO LEASE


 


INTENTIONALLY
OMITTED


 





 



    	 	 	 



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EXHIBIT
D TO LEASE


 


ACKNOWLEDGMENT
OF COMMENCEMENT DATE


 


This
ACKNOWLEDGMENT OF COMMENCEMENT DATE is made this _____ day of ______________, ____, between 3535/3565 GENERAL ATOMICS
COURT, LLC, a Delaware limited liability company (“Landlord”), and ONCOSEC MEDICAL INCORPORATED,
a Nevada corporation (“Tenant”), and is attached to and made a part of the Lease dated ______________, _____
(the “Lease”), by and between Landlord and Tenant. Any initially capitalized terms used but not defined herein
shall have the meanings given them in the Lease.


 


Landlord
and Tenant hereby acknowledge and agree, for all purposes of the Lease, that the Commencement Date of the Base Term of the Lease
is ______________, _____, and the termination date of the Base Term of the Lease shall be midnight on ______________, _____. In
case of a conflict between the terms of the Lease and the terms of this Acknowledgment of Commencement Date, this Acknowledgment
of Commencement Date shall control for all purposes.


 


IN
WITNESS WHEREOF, Landlord and Tenant have executed this ACKNOWLEDGMENT OF COMMENCEMENT DATE to be effective on the date first
above written.


 


	 	TENANT:
	 	 	 
	 	ONCOSEC
    MEDICAL INCORPORATED,
	 	a
    Nevada corporation
	 	 	 
	 	By:	 
	 	Its:	 
	 	 	 
	 	LANDLORD:
	 	 	 
	 	3535/3565
    GENERAL ATOMICS COURT, LLC,
	 	a
    Delaware limited liability company
	 	 	 
		By:	ALEXANDRIA REAL
    ESTATE EQUITIES, L.P.,
	 		a Delaware limited
    partnership,
	 		managing
    member
	 	 	 
	 	By:	ARE-QRS
    CORP.,
	 	 	a
    Maryland corporation,
	 	 	general
    partner
	 	 	 
		By:	 
		Its: 	 


 





 









    	 	 	 



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EXHIBIT
E TO LEASE


 


Rules
and Regulations


 


1. The
sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or any Tenant Party, or used by them for any
purpose other than ingress and egress to and from the Premises.


 


2. Tenant
shall not place any objects, including antennas, outdoor furniture, etc., in the parking areas, landscaped areas or other areas
outside of its Premises, or on the roof of the Project.


 


3. Except
for animals assisting the disabled, no animals shall be allowed in the offices, halls, or corridors in the Project.


 


4. Tenant
shall not disturb the occupants of the Project or adjoining buildings by the use of any radio or musical instrument or by the
making of loud or improper noises.


 


5. If
Tenant desires telegraphic, telephonic or other electric connections in the Premises, Landlord or its agent will direct the electrician
as to where and how the wires may be introduced; and, without such direction, no boring or cutting of wires will be permitted.
Any such installation or connection shall be made at Tenant’s expense.


 


6. Tenant
shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises, except as specifically
approved in the Lease. The use of oil, gas or inflammable liquids for heating, lighting or any other purpose is expressly prohibited.
Explosives or other articles deemed extra hazardous shall not be brought into the Project.


 


7. Parking
any type of recreational vehicles is specifically prohibited on or about the Project. Except for the overnight parking of operative
vehicles, no vehicle of any type shall be stored in the parking areas at any time. In the event that a vehicle is disabled, it
shall be removed within 48 hours. There shall be no “For Sale” or other advertising signs on or about any parked vehicle.
All vehicles shall be parked in the designated parking areas in conformity with all signs and other markings. All parking will
be open parking, and no reserved parking, numbering or lettering of individual spaces will be permitted except as specified by
Landlord.


 


8. Tenant
shall maintain the Premises free from rodents, insects and other pests.


 


9. Landlord
reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the
influence of liquor or drugs or who shall in any manner do any act in violation of the Rules and Regulations of the Project.


 


10. Tenant
shall not cause any unnecessary labor by reason of Tenant’s carelessness or indifference in the preservation of good order
and cleanliness. Landlord shall not be responsible to Tenant for any loss of property on the Premises, however occurring, or for
any damage done to the effects of Tenant by the janitors or any other employee or person.


 


11. Tenant
shall give Landlord prompt notice of any defects in the water, lawn sprinkler, sewage, gas pipes, electrical lights and fixtures,
heating apparatus, or any other service equipment affecting the Premises.


 


12. Tenant
shall not permit storage outside the Premises, including without limitation, outside storage of trucks and other vehicles, or
dumping of waste or refuse or permit any harmful materials to be placed in any drainage system or sanitary system in or about
the Premises.


 





 



    	 	 	 



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13. All
moveable trash receptacles provided by the trash disposal firm for the Premises must be kept in the trash enclosure areas, if
any, provided for that purpose.


 


14. No
auction, public or private, will be permitted on the Premises or the Project.


 


15. No
awnings shall be placed over the windows in the Premises except with the prior written consent of Landlord.


 


16. The
Premises shall not be used for lodging, sleeping or cooking or for any immoral or illegal purposes or for any purpose other than
that specified in the Lease. No gaming devices shall be operated in the Premises.


 


17. Tenant
shall ascertain from Landlord the maximum amount of electrical current which can safely be used in the Premises, taking into account
the capacity of the electrical wiring in the Project and the Premises and the needs of other tenants, and shall not use more than
such safe capacity. Landlord’s consent to the installation of electric equipment shall not relieve Tenant from the obligation
not to use more electricity than such safe capacity.


 


18. Tenant
assumes full responsibility for protecting the Premises from theft, robbery and pilferage.


 


19. Tenant
shall not install or operate on the Premises any machinery or mechanical devices of a nature not directly related to Tenant’s
ordinary use of the Premises and shall keep all such machinery free of vibration, noise and air waves which may be transmitted
beyond the Premises.


 


20. Tenant
shall cause any vendors and other service providers hired by Tenant to perform services at the Premises or the Project to maintain
in effect workers’ compensation insurance as required by Legal Requirements and commercial general liability insurance with
coverage amounts reasonably acceptable to Landlord. Tenant shall cause such vendors and service providers to name Landlord and
Alexandria Real Estate Equities, Inc. as additional insureds under such policies and shall provide Landlord with certificates
of insurance evidencing the required coverages (and showing Landlord and Alexandria Real Estate Equities, Inc. as additional insureds
under such policies) prior to the applicable vendor or service provider providing any services to Tenant at the Project.


 


21. Neither
Tenant nor any of the Tenant Parties shall have the right to photograph, videotape, film, digitally record or by any other means
record, transmit and/or distribute any images, pictures or videos of all or any portion of the Premises or the Project.


 





 



    	 	 	 



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EXHIBIT
F TO LEASE


 


TENANT’S
PERSONAL PROPERTY


 


None.


 





 



    	 	 	 



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EXHIBIT
G TO LEASE


 


MAINTENANCE
OBLIGATIONS


 


	Maintenance
    Responsibilities	 	TENANT	 	ARE	 
	Exterior
    / Site	 
	Landscaping	 	☐	 	✔	 
	Pest control (exterior)	 	☐	 	✔	 
	Parking lot sweeping	 	☐	 	✔	 
	Project security (nightly rounds)	 	☐	 	✔	 
	Parking lot lighting	 	☐	 	✔	 
	Exterior monument and footpath lighting	 	☐	 	✔	 
	Landscape irrigation	 	☐	 	✔	 
	Exterior window washing	 	☐	 	✔	 
	Roof inspections	 	☐	 	✔	 
	Domestic backflow preventor certification
    - Industrial / Domestic	 	☐	 	✔	 
	Domestic backflow preventor certification
    - Fire	 	☐	 	✔	 
	Building
    Interior and Central Plant	 
	Cold Rooms	 	N/A	 	N/A	 
	Autoclaves	 	✔	 	☐	 
	Glassware washers	 	✔	 	☐	 
	RO/DI laboratory water systems	 	☐	 	✔	 
	Air compressors	 	☐	 	✔	 
	Vacuum pumps	 	☐	 	✔	 
	Laboratory gas distribution systems	 	✔	 	☐	 
	Emergency eyewash and shower stations	 	✔	 	☐	 
	Internal UPS units	 	✔	 	☐	 
	Elevators	 	☐	 	✔	 
	Elevator phone lines	 	☐	 	✔	 
	Fire extinguisher inspection / certification	 	☐	 	✔	 
	Fire sprinkler system	 	☐	 	✔	 
	Fire alarm system (and phone lines)	 	☐	 	✔	 
	Building HVAC equipment	 	☐	 	✔	 
	Smoke fire dampers	 	☐	 	✔	 
	Security - In premesis	 	✔	 	☐	 
	Access controls	 	☐	 	✔	 
	CCTV	 	N/A	 	N/A	 
	Janitorial - Common Area	 	☐	 	✔	 
	Janitorial - In tenant premises	 	✔	 	☐	 
	I/R Testing of electrical systems	 	☐	 	✔	 
	Emergency Generator and APCD Permit	 	☐	 	✔	 
	Central Plant - chillers, boilers, cooling
    towers, pumps, etc.	 	☐	 	✔	 
	Water Treatment	 	☐	 	✔	 
	Building Management Systems (DDC)	 	☐	 	✔	 
	Tenant Equipment monitoring (Alarms
    to freezers, incubators, etc.)	 	✔	 	☐	 



 





 









    	 	 	 



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EXHIBIT
H TO LEASE


 


CONTROL
AREA


 


 


 





 






    	 	 	 



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EXHIBIT
I TO LEASE


 


STORAGE
AREAS


 
















 





 





 









    	 	 	 



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EXHIBIT
J TO LEASE


 


SIGNAGE