Exhibit 10.13



LEASE by and   between BMR-SIDNEY RESEARCH CAMPUS LLC, a Delaware limited liability company   and NEON THERAPEUTICS, INC. a Delaware corporation APPROV BIOMED REALT BioMed   Realty fonn dated 3/3/15 367l7.4) 


    




 










Table of Contents   1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21.   22. 23. 24. 25. 26. 27. 28. 29. 30. 31. Lease of Premises. 1 Basic Lease   Provisions. 2 Term 5 Possession and Commencement Date. 5 Condition of   Premises. 7 Rentable Area. 7 Rent 8 Rent Adjustments. 9 Operating Expenses 9   Taxes on Tenant’s Property 14 Security Deposit 14 Use 17 Rules and   Regulations, CC&Rs, Parking Facilities and Common Area 20 Project Control   by Landlord. 22 Quiet Enjoyment 23 Utilities and Services 23 Alterations. 28   Repairs and Maintenance 30 Liens. 32 Estoppel Certificate. 32 Hazardous   Materials. 33 Odors and Exhaust 36 Insurance; Waiver of Subrogation 37 Damage   or Destruction 40 Eminent Domain 43 Surrender 43 Holding Over 44   Indemnification and Exculpation 45 Assignment or Subletting. 46 Subordination   and Attornment. 50 Defaults and Remedies 51 i {A0336717.4 } 


    




 










32. 33. 34. 35.   36. 37. 38. 39. 40. 41. 42. Bankruptcy 56 Brokers 57 Definition of Landlord   57 Limitation of Landlord’s Liability 58 Joint and Several Obligations 58   Representations 59 Confidentiality 59 Notices 59 Miscellaneous 60 Rooftop   Installation Area. 62 Option to Extend Term 64 ii {A0336717.4 } 


    




 










LEASE 21st THIS   LEASE (this “Lease”) is entered into as of this day of January, 2016 (the   “Execution Date”), by and between BMR-Sidney Research Campus LLC, a Delaware   limited liability company (“Landlord”), and Neon Therapeutics, Inc., a   Delaware corporation (“Tenant”). RECITALS A. WHEREAS, Landlord owns certain   real property (the “Property”) and the improvements on the Property located   at 40 Erie Street and 200 Sidney Street, Cambridge, Massachusetts, including   the buildings located thereon; and B. WHEREAS, Landlord wishes to lease to   Tenant, and Tenant desires to lease from Landlord, certain premises (the   “Premises”) located on the basement, first floor and second floor of the   building located at 40 Erie Street (the “Building”), pursuant to the terms   and conditions of this Lease, as detailed below. AGREEMENT NOW, THEREFORE,   Landlord and Tenant, in consideration of the mutual promises contained herein   and for other good and valuable consideration, the receipt and sufficiency of   which are hereby acknowledged, and intending to be legally bound, agree as   follows: 1. Lease of Premises. 1.1. Effective on the Term Commencement Date   (as defined below), Landlord hereby leases to Tenant, and Tenant hereby   leases from Landlord, the Premises, as shown on Exhibit A attached hereto,   including exclusive shafts, cable runs, mechanical spaces and rooftop areas,   for use by Tenant in accordance with the Permitted Use (as defined below) and   no other uses (except that (i) the Waste Storage Room (as defined below) and   (ii) any Rooftop Installation Area (as hereinafter defined) designated after   the date hereof are explicitly not part of the Premises demised under this   Lease). The Property and all landscaping, parking facilities, private drives   and other improvements and appurtenances related thereto, including the   Building, the 200 Sidney Street Building (as hereinafter defined), and the   parking garage located at 47 Erie Street in Cambridge, Massachusetts (to the   extent of Landlord’s interest therein) (the “Parking Garage”), are hereinafter   collectively referred to as the “Project.” All portions of the Building that   are for the non-exclusive use of the tenants of the Building only, and not   the tenants of the Project generally, including but not limited to service   corridors, stairways, elevators, public restrooms and public lobbies (all to   the extent located in the Building), are hereinafter referred to as “Building   Common Area.” All portions of the Project that are for the non-exclusive use   of tenants of the Project generally, including driveways, sidewalks, parking   areas, the Parking Garage, landscaped areas, and service corridors,   stairways, and elevators (but excluding Building Common Area), are   hereinafter referred to as “Project Common Area.” The Building Common Area   and Project Common Area are collectively referred to herein as “Common Area.”   {A0336717.4 } 


    




 










2. Basic Lease   Provisions. For convenience of the parties, certain basic provisions of this   Lease are set forth herein. The provisions set forth herein are subject to   the remaining terms and conditions of this Lease and are to be interpreted in   light of such remaining terms and conditions. 2.1. This Lease shall take   effect upon the Execution Date and, except as specifically otherwise provided   within this Lease, each of the provisions hereof shall be binding upon and   inure to the benefit of Landlord and Tenant from the date of execution and   delivery hereof by all parties hereto. 2.2.In the definitions below, each   current Rentable Area (as defined below) is expressed in square feet.Rentable   Area and “Tenant’s Pro Rata Share” are all subject to adjustment as provided   in this Lease. 2.3. Monthly and annual installments of Base Rent for the   Premises (“Base Rent”) as of the Term Commencement Date (as defined below),   subject to adjustment under this Lease: 2 {A0336717.4 } Dates Square Feet of   Rentable Area Base Rent per Square Foot of Rentable Area Monthly Base Rent   Annual Base Rent Months 1-6 of Lease Year 1 26,806* $66.00 annually   $73,716.50* $1,105,747.50 Months 7-12 of Lease Year 1 26,806** $66.00   annually $110,574.75** $1,105,747.50 Lease Year 2 26,806 $67.98 annually   $151,855.99 $1,822,271.88 Lease Year 3 26,806 $70.02 annually $156,413.01   $1,876,956.12 Lease Year 4 26,806 $72.12 annually $161,104.06 $1,933,248.72   Lease Year 5 26,806 $74.28 annually $165,929.14 $1,991,149.68 Definition or   Provision Means the Following (As of the Term Commencement Date) Approximate   Rentable Area of Premises 26,806 square feet Approximate Rentable Area of   Building 106,638 square feet Tenant’s Pro Rata Share of Building 25.14% 


    




 










*Note: The   monthly Base Rent shown in the above table reflects that Tenant shall only be   responsible for payment on half of the Rentable Area of Premises each month   for months 1-6 of Lease Year 1, even though Tenant shall be entitled to   occupy the full Rentable Area of the Premises as provided herein. Based on   26,806 square feet of Rentable Area for the Premises and annual Base Rent of   $66.00 per square foot of Rentable Area, this results in a monthly discount   of $73,716.50. **Note: The monthly Base Rent shown in the above table   reflects that Tenant shall only be responsible for payment on three quarters   of the Rentable Area of Premises each month for months 7-12 of Lease Year 1,   even though Tenant shall be entitled to occupy the full Rentable Area of the   Premises as provided herein. Based on 26,806 square feet of Rentable Area for   the Premises and annual Base Rent of $66.00 per square foot of Rentable Area,   this results in a monthly discount of $36,858.25. Lease Year: A period of   twelve (12) calendar months, with the first (1st) Lease 2.4. Year commencing   on the Term Commencement Date. 2.5. Estimated Term Commencement Date:   September 28, 2016 2.6. Estimated Term Expiration Date: September 30, 2024   2.7. Security Deposit: $607,424.00, subject to decrease in accordance with   the terms of Section 11.7. 2.8. Permitted Use: Office and laboratory use in   conformity with all federal, state, municipal and local laws, codes,   ordinances, rules and regulations of Governmental Authorities (as defined   below), committees, associations, or other regulatory committees, agencies or   governing bodies having jurisdiction over the Premises, the Building, the   Property, the Project, Landlord or Tenant, including both statutory and   common law and hazardous waste rules and regulations (“Applicable Laws”).   Tenant acknowledges and agrees that, notwithstanding anything in this Lease   to the contrary, pursuant to Applicable Laws, the portion of the Premises   located in the basement of the Building is not permitted to be occupied by   human beings and may only be used for storage purposes or other uses that are   included within the Permitted Use that do not involve or require occupancy by   human beings. 2.9. Address for Rent Payment: BMR-Sidney Research Campus LLC   Attention Entity 652 3 {A0336717.4 } Lease Year 6 26,806 $76.51 annually   $170,910.59 $2,050,927.06 Lease Year 7 26,806 $78.81 annually $176,048.41   $2,112,580.86 Lease Year 8 26,806 $81.17 annually $181,320.25 $2,175,843.02 


    




 










P.O. Box 511415   Los Angeles, California 90051-7970 2.10. Address for Notices to Landlord:   BMR-Sidney Research Campus LLC 17190 Bernardo Center Drive San Diego,   California 92128 Attn: Real Estate Legal Department 2.11. Address for Notices   and Invoices to Tenant prior to Term Commencement Date: Neon Therapeutics,   Inc. 215 First Street, Suite 340 Cambridge, MA 02142 Attn: Robert Ang 2.12.   Address for Notices and Invoices to Tenant from and after the Term   Commencement Date: the Premises, Attn: Robert Ang. 2.13. The following   Exhibits are attached hereto and incorporated herein by reference: Exhibit A   Exhibit B Exhibit B-1 Exhibit C Premises Work Letter Landlord’s Work   Acknowledgement of Term Commencement Date and Term Expiration Date Plan of   Premises Layout Zones Definition of Obsolete Equipment Form of Letter of   Credit Rules and Regulations PTDM Tenant’s Property Form of Estoppel   Certificate Tenant Work Insurance Schedule Exhibit D Exhibit E Exhibit F   Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K 4 {A0336717.4 } 


    




 










3. Term. The   actual term of this Lease (as the same may be extended pursuant to Article 42   hereof, and as the same may be earlier terminated in accordance with this   Lease, the “Term”) shall commence on the actual Term Commencement Date (as   defined in Article 4) and end on the date (the “Term Expiration Date”) that   is eighty-four (84) full months after the Rent Commencement Date (as defined   in Section 7.1), subject to extension or earlier termination of this Lease as   provided herein. 4. Possession and Commencement Date. 4.1. Landlord shall use   commercially reasonable efforts to tender possession of the Premises to   Tenant on or before the Estimated Term Commencement Date, with the work in   the Premises required of Landlord described in the Work Letter attached hereto   as Exhibit B (the “Work Letter”) and depicted in the plans attached as   Attachment 2 to the Work Letter (the “Tenant Improvements”) and the work to   be performed by Landlord and described in Exhibit B-1 (the “Landlord’s Work”)   Substantially Complete (as defined below). Tenant agrees that in the event   such work is not Substantially Complete on or before the Estimated Term   Commencement Date for any reason, then (a) this Lease shall not be void or   voidable, (b) Landlord shall not be liable to Tenant for any loss or damage   resulting therefrom, (c) the Term Expiration Date shall be extended   accordingly and (d) Tenant shall not be responsible for the payment of any   Base Rent until the actual Term Commencement Date as described in Section 4.2   occurs. The term “Substantially Complete” or “Substantial Completion” means   that (a) the Tenant Improvements are substantially complete in accordance   with the Approved Plans (as defined in the Work Letter) as certified by   Landlord’s architect, except for minor punch list items, (b) the Landlord’s   Work is substantially complete, as reasonably determined by Landlord’s   architect, except for minor punch list items, and (c) a temporary or   permanent Certificate of Occupancy has been issued for the Premises. If   Landlord delivers a temporary Certificate of Occupancy at the time of   Substantial Completion, Landlord shall use diligent and good faith efforts to   deliver a permanent Certificate of Occupancy thereafter. Notwithstanding   anything in this Lease (including the Work Letter) to the contrary, (y)   Landlord’s obligation to timely achieve Substantial Completion shall be   subject to extension on a day-for-day basis as a result of Force Majeure (as   defined below) or a Tenant Delay (as defined below) and (z) if there has been   no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises   to Tenant with the Tenant Improvements Substantially Complete (i) on or   before the date that is fifty (50) days after the Estimated Term Commencement   Date, Base Rent shall be abated one (1) day for each day after the Estimated   Term Commencement Date that Landlord fails to deliver the Premises to Tenant   with the Tenant Improvements Substantially Complete and (ii) on or before the   date that is one hundred twenty (120) days after the Estimated Term   Commencement Date, Base Rent shall be abated two (2) days for each day after   the Estimated Term Commencement Date that Landlord fails to deliver the   Premises with Tenant’s Improvements Substantially Complete. 4.2.The “Term   Commencement Date” shall be the day Landlord tenders possession of the   Premises to Tenant with the Tenant Improvements and Landlord’s Work in the   Premises Substantially Complete. If Landlord’s tender of possession of the   Premises is delayed by (a) any default by Tenant under this Lease and the   Work Letter, including Tenant’s failure to timely pay the Excess TI Costs to   Landlord, (b) Tenant’s request to change the Tenant Improvements or (c)   interference with the completion of the Tenant Improvements or Landlord’s   Work as a result of 5 {A0336717.4 } 


    




 










Tenant’s early   access pursuant to Section 4.3 below, (each, a “Tenant Delay”), then the Term   Commencement Date shall be the date that the Term Commencement Date would   have occurred but for such Tenant Delay. Tenant shall execute and deliver to   Landlord written acknowledgment of the actual Term Commencement Date and the   Term Expiration Date within ten (10) days after Tenant takes occupancy of the   Premises, in the form attached as Exhibit C hereto. Failure to execute and deliver   such acknowledgment, however, shall not affect the Term Commencement Date or   Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain   validation by any medical review board or other similar governmental   licensing of the Premises required for the Permitted Use by Tenant shall not   serve to extend the Term Commencement Date. 4.3. Tenant shall be entitled to   enter upon the Premises no more than forty-five (45) days prior to the Term   Commencement Date, subject to the written approval of Landlord, which   approval shall not be unreasonably withheld, conditioned or delayed (the   “Early Entry Date”), for the sole purpose of installing wiring, improvements,   furniture, fixtures or equipment, or other personal property. Notwithstanding   the foregoing, Tenant shall be entitled to enter upon the Premises prior to   and after the Early Entry Date with Landlord’s prior written approval, which   approval shall not be unreasonably withheld, conditioned or delayed, solely   for design and planning purposes for the Premises. For the avoidance of   doubt, it shall be reasonable for Landlord to deny or withdraw any approval   required under this Section 4.3 if such access is anticipated to or does   interfere with the execution or completion of the Tenant Improvements or Landlord’s   Work. Prior to any such access, Tenant shall furnish to Landlord evidence   satisfactory to Landlord in advance that insurance coverages required of   Tenant under the provisions of Article 23 are in effect, and such entry shall   be subject to all the terms and conditions of this Lease, other than the   payment of Base Rent (as defined below); and provided, further, that if the   Term Commencement Date is in fact delayed due to such early access, then the   Term Commencement Date shall be the date that the Term Commencement Date   would have occurred but for such delay. 4.4.Landlord shall cause the Tenant   Improvements to be constructed in the Premises pursuant to the Work Letter at   a cost to Landlord not to exceed (a) Four Million Twenty Thousand Nine   Hundred Dollars ($4,020,900.00) (based upon One Hundred Fifty Dollars   ($150.00) per square foot of Rentable Area) (the “TI Allowance”). The TI   Allowance may be applied to the costs of (m) construction, (n) project   management by Landlord (which fee shall equal three percent (3%) of the cost   of the Tenant Improvements), (o) commissioning of mechanical, electrical and   plumbing systems by a licensed, qualified commissioning agent hired by   Landlord, and review of such party’s commissioning report by a licensed,   qualified commissioning agent hired by Tenant, (p) space planning, architect,   engineering and other related services performed by third parties   unaffiliated with Tenant, (q) building permits and other taxes, fees, charges   and levies by Governmental Authorities (as defined below) for permits or for   inspections of the Tenant Improvements, and (r) costs and expenses for labor,   material, equipment and fixtures. In no event shall the TI Allowance be used   for (v) the cost of work that is not authorized by the Approved Plans (as   defined in the Work Letter) or otherwise approved in writing by Landlord, (w)   payments to Tenant or any affiliates of Tenant, (x) the purchase of any   furniture, personal property or other non-building system equipment, (y)   costs resulting from any 6 {A0336717.4 } 


    




 










default by   Tenant of its obligations under this Lease or (z) costs that are recoverable   by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).   4.5. Tenant shall have until four (4) months following the Term Commencement   Date (the “TI Deadline”) to expend the unused portion of the TI Allowance,   after which date Landlord’s obligation to fund such costs shall expire. 4.6.   Notwithstanding anything to the contrary in this Lease, Landlord and Tenant   agree that all Tenant Improvements and Alterations (as hereinafter defined)   shall (a) be programmed in accordance with the lab and office zones   identified on Exhibit D attached hereto, and (b) incorporate flexible wall   and lab bench systems. 5. Condition of Premises. Tenant acknowledges that,   except as may be expressly provided for in Section12.11 herein, neither   Landlord nor any agent of Landlord has made any representation or warranty   with respect to the condition of the Premises, the Building or the Project,   or with respect to the suitability of the Premises, the Building or the   Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it   agrees to take the Premises in its condition “as is” as of the Term   Commencement Date and (b) Landlord shall have no obligation to alter, repair   or otherwise prepare the Premises for Tenant’s occupancy or to pay for or   construct any improvements to the Premises, except with respect to the   completion of the Tenant Improvements and Landlord’s Work and except with respect   to the payment of the TI Allowance. Tenant’s taking of possession of the   Premises shall, except as otherwise agreed to in writing by Landlord and   Tenant, conclusively establish that the Premises, the Building and the   Project were at such time in good, sanitary and satisfactory condition and   repair, subject only to those requirements as may be set forth in the Work   Letter attached hereto. 6. Rentable Area. 6.1. The term “Rentable Area” shall   reflect such areas as reasonably calculated by Landlord’s architect, as the   same may be reasonably adjusted from time to time by Landlord in consultation   with Landlord’s architect to reflect changes to the Premises, the Building or   the Project, as applicable. Notwithstanding the foregoing to the contrary, in   no event shall the Rentable Area of the Premises, the Building or the Project   be deemed to have increased unless due to a change in the outer dimensions of   the exterior walls of the same. 6.2.The Rentable Area of the Building is   generally determined by making separate calculations of Rentable Area   applicable to each floor within the Building and totaling the Rentable Area   of all floors within the Building. The Rentable Area of a floor is computed   by measuring to the outside finished surface of the permanent outer Building   walls. The full area calculated as previously set forth is included as   Rentable Area, without deduction for columns and projections or vertical   penetrations, including stairs, elevator shafts, flues, pipe shafts, vertical   ducts and the like, as well as such items’ enclosing walls. 6.3. The term   “Rentable Area,” when applied to the Premises, is that area equal to the   usable area of the Premises, plus an equitable allocation of Rentable Area   within the Building that is not then utilized or expected to be utilized as   usable area, including that portion of the 7 {A0336717.4 } 


    




 






 



Building   devoted to corridors, equipment rooms, restrooms, elevator lobby, atrium and   mailroom. 6.4. The Rentable Area of the Project is the total Rentable Area of   the Building. 6.5. Review of allocations of Rentable Areas as between tenants   of the Building shall be made as frequently as Landlord deems appropriate,   including in order to facilitate an equitable apportionment of Operating   Expenses (as defined below), but in no event shall the Rentable Area of the   Premises or Building be subject to remeasurement except as otherwise provided   in Section 6.1 hereof. 7. Rent. 7.1. Tenant shall pay to Landlord as Base   Rent for the Premises commencing on the Term Commencement Date, the sums set   forth in Section 2.3. The “Rent Commencement Date” shall be the first day of   the second Lease Year.Base Rent shall be paid in equal monthly installments   as set forth in Section 2.3, as adjusted in accordance with Article 8 hereof,   each in advance on the first day of each and every calendar month during the   Term. 7.2. In addition to Base Rent, Tenant shall pay to Landlord as   additional rent (“Additional Rent”) at times hereinafter specified in this   Lease (a) Tenant’s Adjusted Share (as defined below) of Operating Expenses   (as defined below), (b) the Property Management Fee (as defined below), (c)   sums due for consulting services provided to Tenant by Landlord at Tenant’s   request if those services exceed the customary tenant-servicing efforts of   Landlord in Landlord’s reasonable discretion (with Landlord having sole   discretion with respect to the provision of such services (if any) and how   those services will be billed to Tenant, including the use of a taxable   subsidiary to provide such services and bill for the same) and (d) any other   amounts that Tenant assumes or agrees to pay under the provisions of this   Lease that are owed to Landlord, including any and all other sums that may   become due by reason of any default of Tenant or failure on Tenant’s part to   comply with the agreements, terms, covenants and conditions of this Lease to   be performed by Tenant, after notice and the lapse of any applicable cure   periods. 7.3. Base Rent and Additional Rent shall together be denominated   “Rent.” Rent shall be paid to Landlord, without abatement, deduction or   offset, in lawful money of the United States of America to the address set   forth in Section 2.8 or to such other person or at such other place as   Landlord may from time designate in writing. In the event the Term commences   or ends on a day other than the first day of a calendar month, then the Rent   for such fraction of a month shall be prorated for such period on the basis   of the number of days in the month and shall be paid at the then-current rate   for such fractional month. 7.4. Tenant’s obligation to pay Rent shall not be   discharged or otherwise affected by (a) any Applicable Laws now or hereafter   applicable to the Premises, (b) any other restriction on Tenant’s use, (c)   except as expressly provided herein, any casualty or taking or (d) any other   occurrence; and Tenant waives all rights now or hereafter existing to   terminate or cancel this Lease or quit or surrender the Premises or any part   thereof, or to assert any defense in the nature of constructive eviction to   any action seeking to recover rent. Tenant’s obligation to pay Rent 8 {A0336717.4   } 


    




 










with respect to   any period or obligations arising, existing or pertaining to the period prior   to the date of the expiration or earlier termination of the Term or this   Lease shall survive any such expiration or earlier termination; provided,   however, that nothing in this sentence shall in any way affect Tenant’s   obligations with respect to any other period. 8. Rent Adjustments. Base Rent   shall be subject to an annual upward adjustment of three percent (3%) of the   then-current Base Rent. The first such adjustment shall become effective   commencing on the first (1st) annual anniversary of the Term Commencement   Date, and subsequent adjustments shall become effective on every successive   annual anniversary for so long as this Lease continues in effect. The amount   of Base Rent during any extension period shall be governed by Article 42   hereof. 9. Operating Expenses. 9.1.As used herein, the term “Operating   Expenses” shall include: (a) Government impositions, including property tax costs   consisting of real and personal property taxes (including amounts due under   any improvement bond upon the Building or, if such taxes are assessed in   conjunction with the Building’s taxes, the Project (including the parcel or   parcels of real property upon which the Building, the other buildings in the   Project and areas serving the Building and the Project are located) or   assessments in lieu thereof imposed by any federal, state, regional, local or   municipal governmental authority, agency or subdivision (each, a   “Governmental Authority”); non-income taxes on or measured by gross rentals   received from the rental of space in the Project; taxes based on the square   footage of the Premises, the Building or the Project, as well as any parking   charges, utilities surcharges or any other costs levied, assessed or imposed   by, or at the direction of, or resulting from Applicable Laws or   interpretations thereof, promulgated by any Governmental Authority in   connection with the use or occupancy of the Project or the parking facilities   serving the Project, including without limitation the Parking Garage; taxes   on this transaction or any document to which Tenant is a party creating or   transferring an interest in the Premises; any fee for a business license to   operate an office building; and any expenses, including the reasonable cost   of attorneys or experts, reasonably incurred by Landlord in seeking reduction   by the taxing authority of the applicable taxes, less tax refunds obtained as   a result of an application for review thereof; and (b) All other costs of any   kind paid or incurred by Landlord in connection with the operation or   maintenance of the Building and the Project, which shall include Project   office rent at fair market rental for a commercially reasonable amount of   space for Project management personnel, to the extent an office used for   Project operations is maintained at the Project, plus customary expenses for   such office, and costs of repairs and replacements to improvements within the   Project as appropriate to maintain the Project as required hereunder; costs   of utilities furnished to the Common Area; costs associated with the   operation of food trucks for the benefit of employees of tenants at the   Project; sewer fees; cable television; trash collection; cleaning, including   windows; heating, ventilation and air-conditioning (“HVAC”); maintenance of   landscaping and grounds; snow removal; maintenance of drives and parking   areas, including without limitation the Parking Garage; maintenance of the   roof; security services and devices; building supplies; maintenance or   replacement of equipment utilized for operation 9 {A0336717.4 } 


    




 










and maintenance   of the Project; license, permit and inspection fees; sales, use and excise   taxes on goods and services purchased by Landlord in connection with the   operation, maintenance or repair of the Building or Project systems and   equipment; telephone, postage, stationery supplies and other expenses   incurred in connection with the operation, maintenance or repair of the   Project; reasonable accounting, legal and other professional fees and   expenses incurred in connection with the Project; costs of furniture,   draperies, carpeting, landscaping supplies, snow removal supplies and other   customary and ordinary items of personal property provided by Landlord for   use in Common Areas or in the Project office; capital expenditures incurred   (i) in replacing obsolete equipment, as defined in Exhibit E hereto, (ii) for   the primary purpose of reducing Operating Expenses or (iii) required by any   Governmental Authority to comply with changes in Applicable Laws that take   effect after the Execution Date or to ensure continued compliance with   Applicable Laws in effect as of the Execution Date, in each case amortized   over the useful life thereof, as reasonably determined by Landlord, in   accordance with generally accepted accounting principles, but in no event   longer than seven (7) years; costs of complying with Applicable Laws (except   to the extent such costs are incurred to remedy non-compliance as of the   Execution Date with Applicable Laws); costs to keep the Project in compliance   with, or fees otherwise required under, any CC&Rs (as defined below),   including condominium fees; insurance premiums, including premiums for   commercial general liability, property casualty, earthquake, terrorism and   environmental coverages; portions of insured losses paid by Landlord as part   of the deductible portion of a loss pursuant to the terms of insurance   policies for the Building or the Parking Garage; service contracts; costs of   services of independent contractors retained to do work of a nature   referenced above; and costs of compensation (including employment taxes and   fringe benefits) of all persons who perform regular and recurring duties   connected with the day-to-day operation and maintenance of the Project, its   equipment, the adjacent walks, landscaped areas, drives and parking areas,   including janitors, floor waxers, window washers, watchmen, gardeners,   sweepers, plow truck drivers, handymen, and engineering/maintenance   personnel. (c) Notwithstanding the foregoing, Operating Expenses shall not   include any net income, franchise, capital stock, estate or inheritance   taxes, or taxes that are the personal obligation of Tenant or of another   tenant of the Project; any leasing commissions; expenses that relate to   preparation of rental space for a tenant; advertising and promotional   expenditures directly related to Landlord’s efforts to lease space in the   Building or Project; expenses of initial development and construction,   including grading, paving, landscaping and decorating (as distinguished from   maintenance, repair and replacement of the foregoing); legal expenses   relating to other tenants; accounting fees not incurred in connection with   the operation or management of the Building (including any legal and other   costs incurred in connection with the sale, financing, refinancing,   syndication, securitization or change in ownership of the Building,   including, without limitation, brokerage commissions, attorneys’ and   accountants’ fees, closing costs, title insurance premiums, points and   interest charges); costs of repairs to the extent reimbursed by payment of   insurance proceeds received by Landlord or which are covered by warranties or   guarantees or reimbursed pursuant to a service contract; costs, incurred   directly as a result of Landlord’s gross negligence or willful misconduct;   principal and interest upon loans to Landlord or secured by a mortgage or   deed of trust covering the Project or a portion thereof (provided that   interest upon a government assessment or improvement bond payable in 10   {A0336717.4 } 


    




 










installments   shall constitute an Operating Expense under Subsection 9.1(a)); salaries of   executive officers of Landlord or of Landlord’s personnel above the level of   Building manager who are not spending a majority of their time on the   operation and maintenance of the Building or Project; depreciation claimed by   Landlord for tax purposes (provided that this exclusion of depreciation is not   intended to delete from Operating Expenses actual costs of repairs and   replacements and reasonable reserves in regard thereto that are provided for   in Subsection 9.1(b)); taxes that are excluded from Operating Expenses by the   last sentence of Subsection 9.1(a); costs or expenses incurred in connection   with the financing or sale of the Project or any portion thereof; political   or charitable contributions, costs expressly excluded from Operating Expenses   elsewhere in this Lease or that are charged to or paid by Tenant under other   provisions of this Lease; professional fees and disbursements and other costs   and expenses related to the ownership (as opposed to the use, occupancy,   operation, maintenance or repair) of the Project; and any item that, if   included in Operating Expenses, would involve a double collection for such   item by Landlord. To the extent that Tenant uses more than Tenant’s Pro Rata   Share of any item of Operating Expenses, Tenant shall pay Landlord for such   excess in addition to Tenant’s obligation to pay Tenant’s Pro Rata Share of   Operating Expenses (such excess, together with Tenant’s Pro Rata Share,   “Tenant’s Adjusted Share”). 9.2. Tenant shall pay to Landlord on the first   day of each calendar month of the Term, as Additional Rent, (a) one-twelfth   (1/12th) of the Property Management Fee (as defined below) and (b) Landlord’s   estimate of Tenant’s Adjusted Share of Operating Expenses with respect to the   Building and the Project, as applicable, for such month. (x) The “Property   Management Fee” shall equal three percent (3%) of Base Rent due from   Tenant.Tenant shall pay the Property Management Fee in accordance with   Section 9.2 with respect to the entire Term, including any extensions thereof   or any holdover periods, regardless of whether Tenant is obligated to pay   Base Rent, Operating Expenses or any other Rent with respect to any such   period or portion thereof. (y) Within ninety (90) days after the conclusion   of each calendar year (or such longer period as may be reasonably required by   Landlord), Landlord shall furnish to Tenant a statement showing in reasonable   detail the actual Operating Expenses, Tenant’s Adjusted Share of Operating   Expenses, and the cost of providing utilities to the Premises for the   previous calendar year (“Landlord’s Statement”). Any additional sum due from   Tenant to Landlord shall be due and payable within thirty (30) days after   receipt of an invoice therefor. If the amounts paid by Tenant pursuant to   this Section exceed Tenant’s Adjusted Share of Operating Expenses for the previous   calendar year, then Landlord shall credit the difference against the Rent   next due and owing from Tenant; provided that, if the Lease term has expired,   Landlord shall accompany Landlord’s Statement with payment for the amount of   such difference. (z) Any amount due under this Section for any period that is   less than a full month shall be prorated for such fractional month on the   basis of the number of days in the month. 9.3.Landlord may, from time to   time, modify Landlord’s calculation and allocation procedures for Operating   Expenses, so long as such modifications produce Dollar results 11 {A0336717.4   } 


    




 










substantially   consistent with Landlord’s then-current practice at the Project.Landlord or   an affiliate(s) of Landlord currently own other property(ies) adjacent to the   Project or its neighboring properties, including but not limited to the   building located at 21 Erie Street in Cambridge, Massachusetts (collectively,   “Neighboring Properties”). In connection with Landlord performing services   for the Project pursuant to this Lease, similar services may be performed by   the same vendor(s) for Neighboring Properties (for instance, shuttle   services, food truck services or landscaping maintenance). In such a case,   Landlord shall reasonably allocate to the Building and the Project the costs   for such services based upon the ratio that the square footage of the   Building or the Project (as applicable) bears to the total square footage of   all of the Neighboring Properties or buildings within the Neighboring   Properties for which the services are performed, unless the scope of the   services performed for any building or property (including the Building and   the Project) is disproportionately more or less than for others, in which   case Landlord shall equitably allocate the costs based on the scope of the   services being performed for each building or property (including the   Building and the Project). Furthermore, the parties acknowledge that the   Property contains a separate building known as 200 Sidney Street (the “200   Sidney Street Building”). With respect to any Operating Expenses (including,   without limitation, real estate taxes) that apply to the Property as a whole   (as opposed to allocated specifically to each of the Building and the 200   Sidney Street Building), Landlord shall reasonably allocate to each building   the costs of such Operating Expenses based upon the ratio that the square   footage of Rentable Area of each of the Building and the 200 Sidney Street   Building, respectively, bears to the total square footage of Rentable Area of   two buildings together, or such other equitable allocation as Landlord   reasonably determines in a non-discriminatory manner. 9.4. Landlord’s annual   statement shall be final and binding upon Tenant unless Tenant, within sixty   (60) days after Tenant’s receipt thereof, shall contest any item therein by   giving written notice to Landlord, specifying each item contested and the   reasons therefor; provided that Tenant shall in all events pay the amount   specified in Landlord’s annual statement, pending the results of the   Independent Review and determination of the Accountant(s), as applicable and   as each such term is defined below. If, during such sixty (60)-day period,   Tenant reasonably and in good faith questions or contests the correctness of   Landlord’s statement of Tenant’s Adjusted Share of Operating Expenses,   Landlord shall provide Tenant with reasonable access to Landlord’s books and   records to the extent relevant to determination of Operating Expenses, and   such information as Landlord reasonably determines to be responsive to   Tenant’s written inquiries. In the event that, after Tenant’s review of such   information, Landlord and Tenant cannot agree upon the amount of Tenant’s   Adjusted Share of Operating Expenses, then Tenant shall have the right to   have an independent public accounting firm hired by Tenant on an hourly basis   and not on a contingent-fee basis (at Tenant’s sole cost and expense) and   approved by Landlord (which approval Landlord shall not unreasonably withhold   or delay) audit and review such of Landlord’s books and records for the year   in question as directly relate to the determination of Operating Expenses for   such year (the “Independent Review”), but not books and records of entities   other than Landlord unless such other entities share costs with Landlord, in   which event Landlord shall only be obligated to make available the books and   records of such other entity to the extent related to the shared costs.   Landlord shall make such books and records available at the location where   Landlord maintains them in the ordinary course of its business. Landlord need   not provide copies of any books or records. Tenant shall commence the 12   {A0336717.4 } 


    




 










Independent   Review within fifteen (15) days after the date Landlord has given Tenant   access to Landlord’s books and records for the Independent Review. Tenant   shall complete the Independent Review and notify Landlord in writing of   Tenant’s specific objections to Landlord’s calculation of Operating Expenses (including   Tenant’s accounting firm’s written statement of the basis, nature and amount   of each proposed adjustment) no later than sixty (60) days after Landlord has   first given Tenant access to Landlord’s books and records for the Independent   Review. Landlord shall review the results of any such Independent Review. The   parties shall endeavor to agree promptly and reasonably upon Operating   Expenses taking into account the results of such Independent Review. If, as   of the date that is sixty (60) days after Tenant has submitted the   Independent Review to Landlord, the parties have not agreed on the   appropriate adjustments to Operating Expenses, then the parties shall engage   a mutually agreeable independent third party accountant with at least ten   (10) years’ experience in commercial real estate accounting in the Cambridge,   Massachusetts area (the “Accountant”). If the parties cannot agree on the   Accountant, each shall within twenty (20) days after such impasse appoint an   Accountant (different from the accountant and accounting firm that conducted   the Independent Review) and, within twenty (20) days after the appointment of   both such Accountants, those two Accountants shall select a third (which   cannot be the accountant and accounting firm that conducted the Independent   Review). If either party fails to timely appoint an Accountant, then the   Accountant the other party appoints shall be the sole Accountant. Within   twenty (20) days after appointment of the Accountant(s), Landlord and Tenant   shall each simultaneously give the Accountants (with a copy to the other   party) its determination of Operating Expenses, with such supporting data or   information as each submitting party determines appropriate. Within twenty   (20) days after such submissions, the Accountants shall by majority vote   select either Landlord’s or Tenant’s determination of Operating Expenses. The   Accountants may not select or designate any other determination of Operating   Expenses. The determination of the Accountant(s) shall bind the parties. If   the parties agree or the Accountant(s) determine that the Operating Expenses   actually paid by Tenant for the calendar year in question exceeded Tenant’s   obligations for such calendar year, then Landlord shall, at Tenant’s option,   either (a) credit the excess to the next succeeding installments of estimated   Additional Rent or (b) pay the excess to Tenant within thirty (30) days after   delivery of such results. If the parties agree or the Accountant(s) determine   that Tenant’s payments of Operating Expenses for such calendar year were less   than Tenant’s obligation for the calendar year, then Tenant shall pay the   deficiency to Landlord within thirty (30) days after delivery of such   results. In all instances, Tenant shall pay the cost of the Accountant(s) ,   unless the Independent Review or Accountants determine that Operating   Expenses paid by Tenant for the calendar year in question exceeded Tenant’s   obligations by ten percent (10%) or more, in which case, Landlord shall pay   all costs of Tenant’s audit and review. 9.5. Tenant shall not be responsible   for Operating Expenses with respect to any time period prior to the Term   Commencement Date; provided, however, that if Landlord shall permit Tenant   possession of and Tenant commences business operations in the Premises prior   to the Term Commencement Date, Tenant shall be responsible for Operating   Expenses from such earlier date of possession (the Term Commencement Date or   such earlier date, as applicable, the “Expense Trigger Date”); and provided,   further, that Landlord may annualize certain Operating Expenses incurred   prior to the Expense Trigger Date over the course of the budgeted year during   which the Expense Trigger Date occurs, and Tenant shall be responsible for   the annualized 13 {A0336717.4 } 


    




 










portion of such   Operating Expenses corresponding to the number of days during such year,   commencing with the Expense Trigger Date, for which Tenant is otherwise   liable for Operating Expenses pursuant to this Lease. Tenant’s responsibility   for Tenant’s Adjusted Share of Operating Expenses shall continue to the   latest of (a) the date of termination of the Lease, (b) the date Tenant has   fully vacated the Premises and (c) if termination of the Lease is due to a   default by Tenant, the date of rental commencement of a replacement tenant.   9.6. Operating Expenses for the calendar year in which Tenant’s obligation to   share therein commences and for the calendar year in which such obligation   ceases shall be prorated on a basis reasonably determined by Landlord.   Expenses such as taxes, assessments and insurance premiums that are incurred   for an extended time period shall be prorated based upon the time periods to   which they apply so that the amounts attributed to the Premises relate in a   reasonable manner to the time period wherein Tenant has an obligation to   share in Operating Expenses. 9.7.Within thirty (30) days after the end of   each calendar month, Tenant shall, except with respect to the Tenant   Improvements, submit to Landlord an invoice, or, in the event an invoice is not   available, an itemized list, of all costs and expenses that (a) Tenant has   incurred (either internally or by employing third parties) during the prior   month and (b) for which Tenant reasonably believes it is entitled to   reimbursements from Landlord pursuant to the terms of this Lease. 9.8. In the   event that the Building or Project is less than fully occupied during a   calendar year, Landlord may extrapolate Operating Expenses that vary   depending on the occupancy of the Building or Project, as applicable, to   equal Landlord’s reasonable estimate of what such Operating Expenses would   have been had the Building or Project, as applicable, been ninety-five   percent (95%) occupied during such calendar year; provided, however, that   Landlord shall not recover more than one hundred percent (100%) of Operating   Expenses. 10. Taxes on Tenant’s Property. 10.1.Tenant shall be solely   responsible for the payment of any and all taxes levied upon (a) personal   property and trade fixtures located at the Premises and (b) any gross or net   receipts of or sales by Tenant, and shall pay the same at least twenty (20)   days prior to delinquency. 10.2.If any such taxes on Tenant’s personal   property or trade fixtures are levied against Landlord or Landlord’s property   or, if the assessed valuation of the Building, the Property or the Project is   increased by inclusion therein of a value attributable to Tenant’s personal   property or trade fixtures, and if Landlord, after written notice to Tenant,   pays the taxes based upon any such increase in the assessed value of the   Building, the Property or the Project, then Tenant shall, upon demand, repay   to Landlord the taxes so paid by Landlord. 11. Security Deposit. 11.1.Tenant   shall deposit with Landlord on or before the Execution Date the sum set forth   in Section 2.6 (the “Security Deposit”), which sum shall be held by Landlord   as security for the faithful performance by Tenant of all of the terms,   covenants and conditions of this Lease to 14 {A0336717.4 } 


    




 










be kept and   performed by Tenant during the period commencing on the Execution Date and   ending upon the expiration or termination of Tenant’s obligations under this   Lease. If Tenant Defaults (as defined below) with respect to any provision of   this Lease, including any provision relating to the payment of Rent, then   Landlord may (but shall not be required to) use, apply or retain all or any   part of the Security Deposit for the payment of any Rent or any other sum in   default, or to compensate Landlord for any other loss or damage that Landlord   may suffer by reason of Tenant’s default. If any portion of the Security   Deposit is so used or applied, then Tenant shall, within ten (10) days   following written demand therefor, deposit cash with Landlord in an amount   sufficient to restore the Security Deposit to its original amount, and   Tenant’s failure to do so shall be a material breach of this Lease. The   provisions of this Article shall survive the expiration or earlier   termination of this Lease. 11.2.In the event of bankruptcy or other debtor-creditor   proceedings against Tenant, the Security Deposit shall be deemed to be   applied first to the payment of Rent and other charges due Landlord for all   periods prior to the filing of such proceedings. 11.3.Landlord may deliver to   any purchaser of Landlord’s interest in the Premises the funds deposited   hereunder by Tenant, and thereupon Landlord shall be discharged from any   further liability with respect to such deposit. This provision shall also   apply to any subsequent transfers. 11.4.If Tenant is not in default at the   end of thirty (30) days following the expiration or earlier termination of   this Lease, then the Security Deposit, or any balance thereof, shall be   returned to Tenant (or, at Landlord’s option, to the last assignee of   Tenant’s interest hereunder) within forty-five (45) days after the expiration   or earlier termination of this Lease, 11.5.If the Security Deposit shall be   in cash, Landlord shall hold the Security Deposit in an account at a banking   organization selected by Landlord; provided, however, that Landlord shall not   be required to maintain a separate account for the Security Deposit, but may   intermingle it with other funds of Landlord. Landlord shall be entitled to   all interest and/or dividends, if any, accruing on the Security Deposit.   Landlord shall not be required to credit Tenant with any interest for any   period during which Landlord does not receive interest on the Security   Deposit. 11.6.In Landlord’s sole discretion, the Security Deposit may be in   the form of cash, a letter of credit or any other security instrument. Tenant   may at any time, except when Tenant is in Default (as defined below), deliver   a letter of credit (the “L/C Security”) as the entire Security Deposit, as   follows: (a) If Tenant elects to deliver L/C Security, then Tenant shall   provide Landlord, and maintain in full force and effect throughout the Term   and until the date that is seventy-five (75) days after the then-current Term   Expiration Date, a letter of credit in the form of Exhibit F issued by an   issuer reasonably satisfactory to Landlord, in the amount of the Security   Deposit, with an initial term of at least one year. Landlord may require the   L/C Security to be re-issued by a different issuer at any time during the   Term if Landlord reasonably believes that the issuing bank of the L/C   Security is or may soon become insolvent; provided, however, Landlord shall   return the existing L/C Security to the existing issuer immediately upon   receipt of the 15 {A0336717.4 } 


    




 










substitute L/C   Security. If any issuer of the L/C Security shall become insolvent or placed   into FDIC receivership, then Tenant shall immediately deliver to Landlord   (without the requirement of notice from Landlord) substitute L/C Security   issued by an issuer reasonably satisfactory to Landlord, and otherwise   conforming to the requirements set forth in this Article. As used herein with   respect to the issuer of the L/C Security, “insolvent” shall mean the   determination of insolvency as made by such issuer’s primary bank regulator (i.e.,   the state bank supervisor for state chartered banks; the OCC or OTS,   respectively, for federally chartered banks or thrifts; or the Federal   Reserve for its member banks). If, at the Term Expiration Date, any Rent   remains uncalculated or unpaid, then (i) Landlord shall with reasonable   diligence complete any necessary calculations, (ii) Tenant shall extend the   expiry date of such L/C Security from time to time as Landlord reasonably   requires and (iii) in such extended period, Landlord shall not unreasonably   refuse to consent to an appropriate reduction of the L/C Security. Tenant   shall reimburse Landlord’s legal costs (as estimated by Landlord’s counsel)   in handling Landlord’s acceptance of the L/C Security or its replacement or   extension. (b) If Tenant delivers to Landlord satisfactory L/C Security in   place of the entire Security Deposit, Landlord shall remit to Tenant any cash   Security Deposit Landlord previously held. (c) Landlord may draw upon the L/C   Security, and hold and apply the proceeds in the same manner and for the same   purposes as the Security Deposit, if (i) an uncured Default (as defined   below) exists, (ii) as of the date thirty (30) days before any L/C Security   expires (even if such scheduled expiry date is after the Term Expiration   Date) Tenant has not delivered to Landlord an amendment or replacement for   such L/C Security, reasonably satisfactory to Landlord, extending the expiry   date to the earlier of (1) seventy-five (75) days after the then-current Term   Expiration Date or (2) the date one year after the then-current expiry date   of the L/C Security, (iii) the L/C Security provides for automatic renewals,   Landlord asks the issuer to confirm the current L/C Security expiry date, and   the issuer fails to do so within ten (10) business days, (iv) Tenant fails to   pay (when and as Landlord reasonably requires) any bank charges for   Landlord’s transfer of the L/C Security or (iv) the issuer of the L/C   Security ceases, or announces that it will cease, to maintain an office in   the state where Landlord may present drafts under the L/C Security (and fails   to permit drawing upon the L/C Security by overnight courier or facsimile).   This Section does not limit any other provisions of this Lease allowing   Landlord to draw the L/C Security under specified circumstances. (d) Tenant   shall not seek to enjoin, prevent, or otherwise interfere with Landlord’s   draw under L/C Security, even if it violates this Lease. Tenant acknowledges   that the only effect of a wrongful draw would be to substitute a cash   Security Deposit for L/C Security, causing Tenant no legally recognizable   damage. Landlord shall hold the proceeds of any draw in the same manner and   for the same purposes as a cash Security Deposit. In the event of a wrongful   draw, (a) the parties shall cooperate to allow Tenant to post replacement L/C   Security simultaneously with the return to Tenant of the wrongfully drawn   sums, (b) Landlord shall upon request confirm in writing to the issuer of the   L/C Security that Landlord’s draw was erroneous, and (c) if Tenant receives a   final determination from a court of competent jurisdiction that is not   subject to appeal that Landlord has made a “wrongful” draw, (i) Landlord   shall pay Tenant interest upon the amount of such wrongful draw at the rate   of six percent (6%) and (ii) Tenant 16 {A0336717.4 } 


    




 










shall be   entitled to recover its reasonable attorney’s fees in accordance with Section   40.7. For purposes of the immediately foregoing sentence, the term “wrongful”   shall mean that Landlord had no reasonable basis to believe that it had the   right to make the draw. (e) If Landlord transfers its interest in the   Premises, then Tenant shall at Tenant’s expense, within five (5) business   days after receiving a request from Landlord, deliver (and, if the issuer requires,   Landlord shall consent to) an amendment to the L/C Security naming Landlord’s   grantee as substitute beneficiary. If the required Security Deposit changes   while L/C Security is in force, then Tenant shall deliver (and, if the issuer   requires, Landlord shall consent to) a corresponding amendment to the L/C   Security. 11.7. If Tenant, as of the second (2nd) anniversary of the Term   Commencement Date, has not been in Default under this Lease prior to such   second (2nd) anniversary of the Term Commencement Date, then Tenant, no later   than forty-five (45) days after the second (2nd) anniversary of the Term   Commencement Date, may request in writing a reduction in the Security   Deposit. Upon Landlord’s receipt of such a request, and confirmation by   Landlord that Tenant has not been in Default under this Lease prior to the   second (2nd) anniversary of the Term Commencement Date, the Security Deposit   shall be reduced to Four Hundred Fifty-Five Thousand Five Hundred Sixty-Eight   Dollars ($455,568.00). If Landlord is then holding a cash Security Deposit,   it shall return to Tenant the amount of One Hundred Fifty-One Thousand Eight   Hundred Fifty-Six Dollars ($151,856.00) within thirty (30) days of its   approval of such certificate. If the Security Deposit is in the form of the   L/C Security, Tenant may provide to Landlord a replacement L/C Security in   the amount of Four Hundred Fifty-Five Thousand Five Hundred Sixty-Eight   Dollars ($455,568.00) that satisfies the requirements of this Article 11.   Provided such replacement L/C Security complies with the terms and provisions   of this Article 11, Landlord shall, with in thirty (30) days after its   receipt of such replacement L/C Security, return to Tenant the original L/C   Security. 12. Use. 12.1.Tenant shall use the Premises for the Permitted Use,   and shall not use the Premises, or permit or suffer the Premises to be used,   for any other purpose without Landlord’s prior written consent, which consent   Landlord may withhold in its sole and absolute discretion. 12.2.Tenant shall   not use or occupy the Premises in violation of Applicable Laws; zoning   ordinances; or the certificate of occupancy issued for the Building or the   Project, and shall, upon five (5) days’ written notice from Landlord,   discontinue any use of the Premises that is declared or claimed by any   Governmental Authority having jurisdiction to be a violation of any of the   above, or that in Landlord’s reasonable opinion violates any of the above.   Tenant shall comply with any direction of any Governmental Authority having   jurisdiction that shall, by reason of the nature of Tenant’s use or occupancy   of the Premises, impose any duty upon Tenant or Landlord with respect to the   Premises or with respect to the use or occupation thereof, and shall   indemnify, compensate, save, defend (at Landlord’s option and with counsel   reasonably acceptable to Landlord) and hold Landlord and its affiliates,   employees, agents and contractors; and any lender, mortgagee, ground lessor   or beneficiary (each, a “Lender” and, collectively with Landlord and its   affiliates, employees, agents and contractors, the “Landlord Indemnitees”) 17   {A0336717.4 } 


    




 






 



harmless from   and against any and all demands, claims, liabilities, losses, costs,   expenses, actions, causes of action, damages, suits or judgments, and all   reasonable expenses (including reasonable attorneys’ fees, charges and   disbursements, regardless of whether the applicable demand, claim, action,   cause of action or suit is voluntarily withdrawn or dismissed) incurred in   investigating or resisting the same (collectively, “Claims”) of any kind or   nature that arise before, during or after the Term as a result of Tenant’s   breach of this Section. Notwithstanding anything to the contrary set forth in   this Lease, Tenant shall not be responsible for compliance with Applicable   Laws for any work performed in the Premises by or at the direction of anyone   other than a Tenant Party. 12.3.Tenant shall not do or permit to be done   anything that will invalidate or increase the cost of any fire,   environmental, extended coverage or any other insurance policy covering the   Building or the Project, and shall comply with all rules, orders, regulations   and requirements of the insurers of the Building and the Project, and Tenant   shall promptly, upon demand, reimburse Landlord for any additional premium   charged for such policy by reason of Tenant’s failure to comply with the   provisions of this Article. 12.4.Tenant shall keep all doors opening onto   public corridors closed, except when in use for ingress and egress. 12.5.No   additional locks or bolts of any kind shall be placed upon any of the doors   or windows by Tenant, nor shall any changes be made to existing locks or the   mechanisms thereof without Landlord’s prior written consent, which consent   shall not be unreasonably withheld. Tenant shall, upon termination of this   Lease, return to Landlord all keys to offices and restrooms either furnished   to or otherwise procured by Tenant. In the event any key so furnished to   Tenant is lost, Tenant shall pay to Landlord the cost of replacing the same   or of changing the lock or locks opened by such lost key if Landlord shall   deem it necessary to make such change. 12.6.No awnings or other projections   shall be attached to any outside wall of the Building.No curtains, blinds,   shades or screens shall be attached to or hung in, or used in connection   with, any window or door of the Premises other than Landlord’s standard   window coverings. Neither the interior nor exterior of any windows shall be   coated or otherwise sunscreened without Landlord’s prior written consent, nor   shall any bottles, parcels or other articles be placed on the windowsills or   items attached to windows that are visible from outside the Premises. No   equipment, furniture or other items of personal property shall be placed on   any exterior balcony without Landlord’s prior written consent. 12.7.No sign,   advertisement or notice (“Signage”) shall be exhibited, painted or affixed by   Tenant on any part of the Premises or the Building without Landlord’s prior   written consent. Signage shall conform to Landlord’s design criteria. For any   Signage, Tenant shall, at Tenant’s own cost and expense, (a) acquire all   permits for such Signage in compliance with Applicable Laws and (b) design,   fabricate, install and maintain such Signage in a first-class condition.   Tenant shall be responsible for reimbursing Landlord for costs incurred by Landlord   in removing any of Tenant’s Signage upon the expiration or earlier   termination of the Lease. Interior signs on entry doors to the Premises shall   be inscribed, painted or affixed by Tenant at Tenant’s sole cost and expense,   and shall be of a size, color and type and be located in a place acceptable   to 18 {A0336717.4 } 


    




 










Landlord, and   the directory tablet shall be inscribed or affixed for Tenant by Landlord at   Landlord’s sole cost and expense, and shall be of a size, color and type and   be located in a place acceptable to Landlord. The directory tablet shall be   provided exclusively for the display of the name and location of tenants   only. Tenant shall not place anything on the exterior of the corridor walls   or corridor doors other than Landlord’s standard lettering. At Landlord’s   option, Landlord may install any Tenant Signage, and Tenant shall pay all   costs associated with such installation within thirty (30) days after demand   therefor. Notwithstanding anything set forth herein to the contrary, all   rights of Tenant with respect to Signage on the exterior of the Building   shall be personal to Tenant and may not be assigned with this Lease or   otherwise, except as a result of an Transfer (as hereinafter defined) to an   entity in the portfolio of Third Rock Ventures that has been approved by   Landlord pursuant to Section 29.1 hereof. 12.8.Tenant may only place   equipment within the Premises with floor loading consistent with the   Building’s structural design unless Tenant obtains Landlord’s prior written   approval. Tenant may place such equipment only in a location designed to   carry the weight of such equipment. 12.9.Tenant shall cause any equipment or   machinery to be installed in the Premises so as to reasonably prevent sounds   or vibrations therefrom from extending into the Common Area or other offices   in the Project. 12.10. Tenant shall not (a) do or permit anything to be done   in or about the Premises that shall in any way obstruct or interfere with the   rights of other tenants or occupants of the Project, or injure or annoy them,   (b) use or allow the Premises to be used for unlawful purposes, (c) cause,   maintain or permit any nuisance or waste in, on or about the Project or (d)   take any other action that would in Landlord’s reasonable determination in   any manner adversely affect other tenants’ quiet use and enjoyment of their   space or adversely impact their reasonable ability to conduct business in a   professional and suitable work environment. Notwithstanding anything in this   Lease to the contrary, Tenant may not install any security systems (including   cameras) outside the Premises or that record sounds or images outside the   Premises without Landlord’s prior written consent, which Landlord may   withhold in its sole discretion. 12.11. Notwithstanding any other provision   herein to the contrary, Tenant shall be responsible for all liabilities,   costs and expenses arising out of or in connection with the compliance of the   Premises with the Americans with Disabilities Act, 42 U.S.C. § 12101, et   seq., and any state and local accessibility laws, codes, ordinances and rules   (collectively, and together with regulations promulgated pursuant thereto,   the “ADA”) from and after the Term Commencement Date, and Tenant shall   indemnify, compensate, save, defend (at Landlord’s option and with counsel   reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless   from and against Claims arising out of any such failure of the Premises to   comply with the ADA from and after the Term Commencement Date. This Section   (as well as any other provisions of this Lease dealing with indemnification   of the Landlord Indemnitees by Tenant) shall be deemed to be modified in each   case by the insertion in the appropriate place of the following: “except as   otherwise provided in Mass. G.L. Ter. Ed., C. 186, Section 15.” Landlord   represents and warrants that the Premises shall be in compliance with the ADA   as of the Term 19 {A0336717.4 } 


    




 










Commencement   Date.The provisions of this Section shall survive the expiration or earlier   termination of this Lease. 12.12. Tenant shall maintain temperature and   humidity in the Premises in accordance with ASHRAE standards at all times.   12.13. Tenant shall establish and maintain a chemical safety program   administered by a licensed, qualified individual in accordance with the   requirements of the Massachusetts Water Resources Authority (“MWRA”) and any   other applicable Governmental Authority. Tenant shall be solely responsible   for all costs incurred in connection with such chemical safety program, and   Tenant shall provide Landlord with such documentation as Landlord may   reasonably require evidencing Tenant’s compliance with the requirements of   (a) the MWRA and any other applicable Governmental Authority with respect to   such chemical safety program and (b) this Section. Notwithstanding the   foregoing, Landlord shall obtain and maintain during the Term (m) any permit   required by the MWRA (“MWRA Permit”) and (n) a wastewater treatment operator   license from the Commonwealth of Massachusetts with respect to Tenant’s use   of the Acid Neutralization Tank (as defined below) in the Building. Tenant   shall not introduce anything into the Acid Neutralization Tank (x) in   violation of the terms of the MWRA Permit, (y) in violation of Applicable Laws   or (z) that would interfere with the proper functioning of the Acid   Neutralization Tank. Tenant agrees to reasonably cooperate with Landlord in   order to obtain the MWRA Permit and the wastewater treatment operator   license. Tenant shall reimburse Landlord within ten (10) business days after   demand for any costs incurred by Landlord pursuant to this Section.   Notwithstanding anything to the contrary contained herein, if Landlord has   not obtained a MWRA Permit as of the Term Commencement Date, Landlord shall be   responsible for the cost of disposal incurred by Tenant as a result of not   being able to use the Acid Neutralization Tank, until such time as Landlord   obtains a MWRA Permit. 13. Rules and Regulations, CC&Rs, Parking   Facilities and Common Area. 13.1.Tenant shall have the non-exclusive right,   in common with others, to use the Common Area in conjunction with Tenant’s   use of the Premises for the Permitted Use, and such use of the Common Area   and Tenant’s use of the Premises shall be subject to the rules and regulations   adopted by Landlord and attached hereto as Exhibit G, together with such   other reasonable and nondiscriminatory rules and regulations as are hereafter   promulgated by Landlord in its sole and absolute discretion (the “Rules and   Regulations”). Tenant shall and shall ensure that its contractors,   subcontractors, employees, subtenants and invitees faithfully observe and   comply with the Rules and Regulations. Landlord shall not be responsible to   Tenant for the violation or non-performance by any other tenant or any agent,   employee or invitee thereof of any of the Rules and Regulations. 13.2.This   Lease is subject to any recorded covenants, conditions or restrictions on the   Project or Property, including the Parking and Transportation Demand   Management Plan for the Project that was approved on April 28, 1999, and that   is attached hereto as Exhibit H with all applicable transfers thereof (the   “PTDM”), as the same may be amended, amended and restated, supplemented or   otherwise modified from time to time (the “CC&Rs”). Tenant shall comply   with the CC&Rs. Tenant acknowledges that Tenant, at its sole cost and   expense, shall comply 20 {A0336717.4 } 


    




 










with the tenant   requirements in the PTDM, including the requirements set forth in the   “Alternative Work Programs,” “Alternative Mode Promotions and Incentives,”   “MBTA Corporate Pass Program and Subsidized Transit Passes,” “Ridesharing   Vehicles” and “Bicycle and Pedestrian Programs” sections thereof. Tenant, at   its sole cost and expense, shall also comply with the reporting requirements   set forth in the PTDM at Landlord’s request. Any costs incurred by Landlord   in connection with the PTDM shall constitute an Operating Expense. 13.3. The   Charles River Transportation Management Association (of which Landlord or an   affiliate of Landlord is currently a member) provides certain programs to   help improve transportation in the Cambridge area. Their website is   www.charlesrivertma.org. 13.4.Tenant shall have a non-exclusive, irrevocable   license to use Tenant’s Pro Rata Share of Building of parking spaces   allocated to the Building (“Pro Rata Parking Share”). Tenant’s Pro Rata   Parking Share as of the date hereof consists of a total of [twenty seven (27)   parking spaces], which parking spaces shall in the Parking Garage in common   on an unreserved basis with other tenants of the Project and Neighboring   Properties during the Term. The cost of each parking space shall be Two   Hundred Fifty Dollars ($250.00) per month (subject to market rate adjustments   by Landlord from time to time throughout the Term), which Tenant shall pay   simultaneously with payments of Base Rent as Additional Rent. Tenant, at any   time and from time to time during the Term, may elect to waive its right to   use some or all or Tenant’s Pro Rata Parking Share upon written notice to   Landlord. If Tenant so elects, then it shall forfeit for the then-remainder   of the Term (including any extension thereof) any and all rights to such   waived parking spaces, whether located on the Property or in the Parking Garage;   provided, however, that Tenant may later request from Landlord additional   parking spaces up to Tenant’s Pro Rata Parking Share, and subject to the   availability of such additional parking spaces, as determined by Landlord in   its sole and absolute discretion, then the number of parking spaces licensed   to Tenant under this Section 13.4 shall be increased by the number of parking   spaces so requested. Landlord, from time to time during the Term of this   Lease, may require that Tenant confirm the number of parking spaces licensed   to Tenant under this Section 13.4, and Tenant shall execute and deliver any   such reasonable document required by Landlord confirming the same.   13.5.Tenant agrees not to unreasonably overburden the parking facilities by   violating any rules and regulations reasonably promulgated by Landlord and   agrees to cooperate with Landlord and other tenants in the use of the parking   facilities. Upon any Landlord determination regarding overburdening, Landlord   may reasonably allocate parking spaces among Tenant and other tenants of the   Building or the Project, provided that Tenant shall be entitled to the number   of spaces set forth in Section 13.4 above. Nothing in this Section, however,   is intended to create an affirmative duty on Landlord’s part to monitor   parking. 13.6.Subject to the terms of this Lease including the Rules and   Regulations and the rights of other tenants of the Building, Tenant shall   have the non-exclusive right on an unreserved basis to access the freight   loading dock twenty-four (24) hours per day, seven (7) days per week, at no   additional cost. Landlord shall not be responsible for any coordination of   the use of the freight elevator or the loading dock by tenants at the   Building. Landlord shall provide a dumpster at the loading dock for Tenant’s   use for the disposal of non-Hazardous Materials, and Tenant shall pay   Tenant’s Adjusted Share of the cost of said dumpster. Tenant shall be solely   21 {A0336717.4 } 


    




 










responsible for   the disposal of any Hazardous Materials used by any Tenant Party (as   hereinafter defined) in accordance with Applicable Laws. 13.7.The land upon   which the Parking Garage is situated is subject to that certain Activity and   Use Limitation dated February 23, 2001, which was recorded on February 27,   2001 as Instrument No. 785 in Book 32422, Page 393 in the Middlesex South   District Registry of Deeds, Commonwealth of Massachusetts and filed as   Document No. 1163744 in the Middlesex South District Registry of the Land   Court. 14. Project Control by Landlord. 14.1.Landlord reserves full control   over the Building and the Project to the extent not inconsistent with   Tenant’s enjoyment of the Premises as provided by and consistent with the   other terms in this Lease. This reservation includes Landlord’s right to   subdivide the Project; convert the Building to condominium units; change the   size of the Project by selling all or a portion of the Project or adding real   property and any improvements thereon to the Project; grant easements and   licenses to third parties; maintain or establish ownership of the Building   separate from fee title to the Property; make additions to or reconstruct   portions of the Building and the Project; install, use, maintain, repair,   replace and relocate for service to the Premises and other parts of the   Building or the Project pipes, ducts, conduits, wires and appurtenant   fixtures, wherever located in the Premises, the Building or elsewhere at the   Project; and alter or relocate any other Common Area or facility, including   private drives, lobbies, entrances and landscaping; provided, however, that   such rights shall be exercised in a way that does not materially adversely   affect Tenant’s beneficial use and occupancy of the Premises, including the   Permitted Use and Tenant’s access to the Premises. 14.2.Possession of areas   of the Premises necessary for utilities, services, safety and operation of   the Building is reserved to Landlord; provided, however, that such possession   shall not materially adversely affect Tenant’s beneficial use and occupancy of   the Premises, including the Permitted Use and Tenant’s access to the   Premises. 14.3.Tenant shall, at Landlord’s request, promptly execute such   further documents as may be reasonably appropriate to assist Landlord in the   performance of its obligations hereunder; provided that Tenant need not   execute any document that creates additional liability for Tenant or that   deprives Tenant of the quiet enjoyment and use of the Premises as provided   for in this Lease. 14.4.Landlord may, at any and all reasonable times during   non-business hours (or during business hours, if (a) with respect to   Subsections 14.4(u) through 14.4(y), Tenant so requests, and (b) with respect   to Subsection 14.4(z), if Landlord so requests), and upon twenty-four (24)   hours’ prior notice (which may be oral or by email to the office manager or   other Tenant-designated individual at the Premises; but provided that no time   restrictions shall apply or advance notice be required if an emergency   necessitates immediate entry), enter the Premises to (u) inspect the same and   to determine whether Tenant is in compliance with its obligations hereunder,   (v) supply any service Landlord is required to provide hereunder, (w) alter,   improve or repair any portion of the Building other than the Premises for   which access to the Premises is reasonably necessary, (x) post notices of   nonresponsibility, (y) access the telephone equipment, 22 {A0336717.4 } 


    




 










electrical   substation and fire risers and (z) show the Premises to prospective tenants   during the final year of the Term and current and prospective purchasers and   lenders at any time. Notwithstanding the foregoing, Tenant shall have the   right to have a representative of Tenant accompany Landlord at such times;   provided, however, if Tenant’s representative is not available or does not   elect to accompany Landlord at the times that Landlord has requested access,   then such unavailability shall not prohibit or otherwise restrict Landlord’s   access, and Landlord may access the Premises with or without Tenant’s   representative present. In connection with any such alteration, improvement   or repair as described in Subsection 14.4(w), Landlord may erect in the   Premises or elsewhere in the Project temporary scaffolding and other   structures reasonably required for the alteration, improvement or repair work   to be performed. In no event shall Tenant’s Rent abate as a result of   Landlord’s activities pursuant to this Section; provided, however, that all   such activities shall be conducted in such a manner so as to cause as little   interference to Tenant as is reasonably possible. Landlord shall at all times   retain a key with which to unlock all of the doors in the Premises. If an   emergency necessitates immediate access to the Premises, Landlord may use   whatever force is necessary to enter the Premises, and any such entry to the   Premises shall not constitute a forcible or unlawful entry to the Premises, a   detainer of the Premises, or an eviction of Tenant from the Premises or any   portion thereof. 15. Quiet Enjoyment. Landlord covenants that Tenant, upon   paying the Rent and performing its obligations contained in this Lease, may   peacefully and quietly have, hold and enjoy the Premises, free from any claim   by Landlord or persons claiming under Landlord, but subject to all of the   terms and provisions hereof, provisions of Applicable Laws and rights of   record to which this Lease is or may become subordinate. This covenant is in   lieu of any other quiet enjoyment covenant, either express or implied. 16.   Utilities and Services. 16.1.Tenant shall pay for all water (including the   cost to service, repair and replace reverse osmosis, de-ionized and other   treated water), gas, heat, light, power, telephone, internet service, cable   television, other telecommunications and other utilities supplied to the   Premises, together with any fees, surcharges and taxes thereon. Power and   HVAC shall be separately sub-metered to Tenant as part of the Tenant   Improvements. If any other utility is not separately metered or sub-metered   to Tenant, Tenant shall pay Tenant’s Pro Rata Share, or if applicable,   Tenant’s Adjusted Share of all charges of such utility jointly metered with   other premises as Additional Rent or, in the alternative, Landlord may, at   its option, monitor the usage of such utilities by Tenant and charge Tenant   with the cost of purchasing, installing and monitoring such metering   equipment, which cost shall be paid by Tenant as Additional Rent. Landlord   may base its bills for utilities on reasonable estimates; provided that   Landlord adjusts such billings promptly thereafter or as part of the next   Landlord’s Statement to reflect the actual cost of providing utilities to the   Premises. To the extent that Tenant uses more than Tenant’s Pro Rata Share of   any utilities not separately sub-metered, then Tenant shall pay Landlord for   Tenant’s Adjusted Share of such utilities to reflect such excess. In the   event that the Building or Project is less than fully occupied during a   calendar year, Tenant acknowledges that Landlord may extrapolate utility usage   that varies depending on the occupancy of the Building or Project (as   applicable) to equal Landlord’s reasonable estimate of what such utility   usage would have been had the Building or Project, as applicable, been   ninety-five percent (95%) occupied during such 23 {A0336717.4 } 


    




 










calendar year;   provided, however, that Landlord shall not recover more than one hundred   percent (100%) of the cost of such utilities. Tenant shall not be liable for   the cost of utilities supplied to the Premises attributable to the time   period prior to the Term Commencement Date; provided, however, that, if   Landlord shall permit Tenant possession of the Premises prior to the Term   Commencement Date and Tenant uses the Premises for any purpose other than   placement of personal property as set forth in Section 4.3, then Tenant shall   be responsible for the cost of utilities supplied to the Premises from such   earlier date of possession. 16.2.Landlord shall not be liable for, nor shall   any eviction of Tenant result from, the failure to furnish any utility or   service, whether or not such failure is caused by accidents; breakage;   casualties (to the extent not caused by the party claiming Force Majeure);   Severe Weather Conditions (as defined below); physical natural disasters (but   excluding weather conditions that are not Severe Weather Conditions);   strikes, lockouts or other labor disturbances or labor disputes (other than   labor disturbances and labor disputes resulting solely from the acts or   omissions of the party claiming Force Majeure); acts of terrorism; riots or   civil disturbances; wars or insurrections; shortages of materials (which   shortages are not unique to the party claiming Force Majeure); government   regulations, moratoria or other governmental actions, inactions or delays;   failures by third parties to deliver gas, oil or another suitable fuel   supply, or inability of the party claiming Force Majeure, by exercise of   reasonable diligence, to obtain gas, oil or another suitable fuel; or other   causes beyond the reasonable control of the party claiming that Force Majeure   has occurred (collectively, “Force Majeure”); or, to the extent permitted by   Applicable Laws, Landlord’s negligence. In the event of such failure, Tenant   shall not be entitled to termination of this Lease or, except as set forth in   this Section, any abatement or reduction of Rent, nor shall Tenant be   relieved from the operation of any covenant or agreement of this Lease.   “Severe Weather Conditions” means weather conditions that are materially   worse than those that reasonably would be anticipated for the Property at the   applicable time based on historic meteorological records. Notwithstanding   anything to the contrary in this Lease, if, for more than five (5)   consecutive business days following written notice to Landlord and as a   direct result of Landlord’s gross negligence or willful misconduct (and   except to the extent that such failure is caused by any other factor,   including any action or inaction of a Tenant Party (as defined below)), the   provision of HVAC or other utilities to all or a material portion of the   Premises that Landlord must provide pursuant to this Lease is interrupted (a   “Material Services Failure”), then Tenant’s Base Rent and Operating Expenses   (or, to the extent that less than all of the Premises are affected, a   proportionate amount (based on the Rentable Area of the Premises that is   rendered unusable) of Base Rent and Operating Expenses) shall thereafter be   abated until the Premises are again usable by Tenant for the Permitted Use;   provided, however, that, if Landlord is diligently pursuing the restoration   of such HVAC and other utilities and Landlord provides substitute HVAC and   other utilities reasonably suitable for Tenant’s continued use and occupancy   of the Premises for the Permitted Use (e.g., supplying potable water or   portable air conditioning equipment), then neither Base Rent nor Operating   Expenses shall be abated. During any Material Services Failure, Tenant will   cooperate with Landlord to arrange for the provision of any interrupted   utility services on an interim basis via temporary measures until final   corrective measures can be accomplished, and Tenant will permit Landlord the   necessary access to the Premises to remedy such Material Service Failure. In   the event of any interruption of HVAC or other utilities that Landlord must   provide pursuant to this Lease, regardless of the 24 {A0336717.4 } 


    




 










cause, Landlord   shall diligently pursue the restoration of such HVAC and other utilities.   Notwithstanding anything in this Lease to the contrary, but subject to   Article 24 (which shall govern in the event of a casualty), the provisions of   this Section shall be Tenant’s sole recourse and remedy in the event of an   interruption of HVAC or other utilities to the Premises, including related to   Section 16.8. 16.3.Tenant shall pay for, prior to delinquency of payment   therefor, any utilities and services that may be furnished to the Premises   during or, if Tenant occupies the Premises after the expiration or earlier   termination of the Term, after the Term, beyond those utilities provided by   Landlord, including telephone, internet service,cable television and other   telecommunications, together with any fees, surcharges and taxes thereon.Upon   Landlord’s demand, utilities and services provided to the Premises that are   separately metered shall be paid by Tenant directly to the supplier of such   utilities or services. 16.4.Tenant shall not, without Landlord’s prior   written consent, use any device in the Premises (including data processing   machines) that will in any way (a) increase the amount of ventilation, air   exchange, gas, steam, electricity or water required or consumed in the   Premises based upon Tenant’s Pro Rata Share of the Building or Project (as   applicable) beyond the [existing capacity of the Building or the Project]   usually furnished or supplied for the Permitted Use or (b) exceed Tenant’s   Pro Rata Share of the Building’s or Project’s (as applicable) capacity to   provide such utilities or services. 16.5.If Tenant shall require utilities or   services in excess of those usually furnished or supplied for tenants in   similar spaces in the Building or the Project by reason of Tenant’s equipment   or extended hours of business operations, then Tenant shall first procure   Landlord’s consent for the use thereof, which consent Landlord may condition   upon the availability of such excess utilities or services, and Tenant shall   pay as Additional Rent an amount equal to the cost of providing such excess   utilities and services. 16.6.Landlord shall provide water in Common Area for   lavatory and landscaping purposes only, which water shall be from the local   municipal or similar source. 16.7.Landlord reserves the right to stop service   of the elevator, plumbing, ventilation, air conditioning and utility systems,   when Landlord deems necessary or desirable, due to accident, emergency or the   need to make repairs, alterations or improvements, until such repairs,   alterations or improvements shall have been completed, and subject to the   terms of Section 16.2 Landlord shall further have no responsibility or   liability for failure to supply elevator facilities, plumbing, ventilation,   air conditioning or utility service when prevented from doing so by Force   Majeure or, to the extent permitted by Applicable Laws, Landlord’s   negligence. Without limiting the foregoing, it is expressly understood and   agreed that any covenants on Landlord’s part to furnish any service pursuant   to any of the terms, covenants, conditions, provisions or agreements of this   Lease, or to perform any act or thing for the benefit of Tenant, shall not be   deemed breached if Landlord is unable to furnish or perform the same by   virtue of Force Majeure or, to the extent permitted by Applicable Laws,   Landlord’s negligence. 25 {A0336717.4 } 


    




 










16.8.Landlord   will install a back-up generator at the Building (the “Generator”). Landlord   shall install an automatic transfer switch connecting the Generator to the   Premises as part of the Tenant Improvements. Tenant shall be entitled to use   up to Tenant’s Pro Rata Share of the Building (after deducting any power from   the Generator required for the Common Area and base Building systems) of   power from the Generator on a non-exclusive basis with other tenants in the   Building. The cost of maintaining, repairing and replacing the Generator   shall constitute Operating Expenses. Landlord expressly disclaims any   warranties with regard to the Generator or the installation thereof,   including any warranty of merchantability or fitness for a particular   purpose. Landlord shall maintain the Generator (and any equipment connecting   the Generator to Tenant’s automatic transfer switch) in good working   condition as set forth above, provided, however, that Tenant shall be solely   responsible, at Tenant’s sole cost and expense, (and Landlord shall not be   liable) for maintaining and operating Tenant’s automatic transfer switch and   the distribution of power from Tenant’s automatic transfer switch throughout   the Premises, and provided further that Landlord shall not be liable for any   failure to make any repairs or to perform any maintenance of the Building   Generator that is an obligation of Landlord unless Tenant provides Landlord   with written notice of the need for such repairs or maintenance. Upon receipt   of such written notice, Landlord shall promptly commence to cure such failure   and shall diligently prosecute the same to completion in accordance with   Section 31.12 of this Lease. The provisions of Section 16.2 of this Lease   shall apply to the Generator. 16.9.For the Premises, Landlord shall (a)   subject to Section 18.1, maintain and operate the HVAC systems used for the   Permitted Use only and not for uses other than the Permitted Use and (b)   subject to Section 16.2 and Subsection 16.9(a), furnish HVAC as reasonably   required (except as this Lease otherwise provides or as to any special   requirements that arise from Tenant’s particular use of the Premises) for   reasonably comfortable occupancy of the Premises twenty-four (24) hours a   day, every day during the Term, subject to casualty, eminent domain or as   otherwise specified in this Article. To the extent that Tenant requires HVAC   services in excess of those provided by connection to the Building HVAC   systems, Tenant shall install and maintain, at its sole cost, (and Landlord   shall not be liable for) supplemental HVAC systems in accordance with the   provisions of this Lease. Tenant shall pay Landlord, as Additional Rent, for   the costs of Tenant’s airflow consumption at the Premises. Notwithstanding   anything to the contrary in this Section, Landlord shall have no liability,   and Tenant shall have no right or remedy, on account of any interruption or   impairment in HVAC services; provided that Landlord diligently endeavors to   cure any such interruption or impairment. 16.10. For any utilities serving   the Premises for which Tenant is billed directly by such utility provider,   Tenant agrees to furnish to Landlord (a) any invoices or statements for such   utilities any other utility usage information reasonably requested by Landlord   within thirty (30) days after Landlord’s written request, and (b) within   thirty (30) days after each calendar year during the Term, authorization to   allow Landlord to access Tenant’s usage information necessary for Landlord to   complete an ENERGY STAR® Statement of Performance (or similar comprehensive   utility usage report (e.g., related to Labs 21), if requested by Landlord)   and any other information reasonably requested by Landlord for the   immediately preceding year; and Tenant shall comply with any other energy   usage or consumption requirements required by Applicable Laws. Tenant shall   retain records of utility usage at the Premises, including invoices and   statements from the utility provider, for at least sixty (60) months, or such   other period of 26 {A0336717.4 } 


    




 










time as may be   requested by Landlord. Tenant acknowledges that any utility information for   the Premises, the Building and the Project may be shared with third parties,   including Landlord’s consultants and Governmental Authorities. In the event   that Tenant fails to comply with this Section, Tenant hereby authorizes   Landlord to collect utility usage information directly from the applicable   utility providers, and Tenant shall pay Landlord a fee of Three Hundred   Seventy-Five Dollars ($375.00) per month to collect such utility usage   information. In addition to the foregoing, Tenant shall comply with all   Applicable Laws related to the disclosure and tracking of energy consumption   at the Premises. The provisions of this Section shall survive the expiration   or earlier termination of this Lease. 16.11. The Building is currently   serviced by a common laboratory waste sanitary sewer connection from the pH   neutralization room in the basement of the Building to the municipal sewer   line in the street adjacent to the Building. There currently exists a   separate acid neutralization tank (the “Acid Neutralization Tank”) in the   basement of the Building that will serve the Building. Landlord shall   construct a connection from the Acid Neutralization Tank to the Premises as   part of the Tenant Improvements. Tenant shall have a non-exclusive right to   use up to Tenant’s Pro Rata Share of the Building of the Acid Neutralization   Tank in accordance with Applicable Laws in common with other tenants of the Building.   Tenant shall have a non-exclusive right to use up to Tenant’s Pro Rata Share   of the Building of the Acid Neutralization Tank in accordance with Applicable   Laws in common with other tenants of the Building. Tenant, as a portion of   its Operating Expenses, shall reimburse Landlord for all costs, charges and   expenses incurred by Landlord from time to time in connection with or arising   out of the operation, use, maintenance, repair or refurbishment of the Acid   Neutralization Tank, including all clean-up costs relating to the Acid   Neutralization Tank (collectively, “Tank Costs”); provided, however, that if   the Acid Neutralization Tank is being used by other tenant(s) or occupant(s)   of the Building at any time during the Term, then, during such time period,   Tenant shall only be obligated to pay its Pro Rata Share of the Building of   the Tank Costs. Notwithstanding the foregoing, in the event the Acid   Neutralization Tank is damaged or repairs to the Acid Neutralization Tank are   required as a result of the improper use of the Acid Neutralization Tank by   Tenant, Tenant shall be responsible for one hundred percent (100%) of the   cost of any repairs or replacement required as a result of such improper use   by Tenant, regardless of whether the Acid Neutralization Tank is then being   used by other tenant(s) or occupant(s) of the Building. Similarly, if the   Acid Neutralization Tank is damaged, or if repairs to the Acid Neutralization   Tank are required as a result of the improper use of the Acid Neutralization   Tank by other tenant(s) or occupant(s) of the Building, then Tenant shall   have no responsibility for the cost of any repairs or replacements required   as a result of such improper use by such other tenant(s) or occupant(s).   Tenant shall indemnify, compensate, save, defend (at Landlord’s option and   with counsel reasonably acceptable to Landlord) and hold the Landlord   Indemnitees harmless from and against any and all Claims, including (a)   diminution in value of the Project or any portion thereof, (b) damages for   the loss or restriction on use of rentable or usable space or of any amenity   of the Project, (c) damages arising from any adverse impact on marketing of   space in the Project or any portion thereof and (d) sums paid in settlement   of Claims that arise during or after the Term as a result of Tenant’s   improper use of the Acid Neutralization Tank. This indemnification by Tenant   includes costs incurred in connection with any investigation of site 27   {A0336717.4 } 


    




 






 



conditions or   any clean-up, remediation, removal or restoration required by any   Governmental Authority caused by Tenant’s improper use of the Acid   Neutralization Tank. 17. Alterations. 17.1.Tenant shall make no alterations,   additions or improvements in or to the Premises or engage in any   construction, demolition, reconstruction, renovation or other work (whether   major or minor) of any kind in, at or serving the Premises (“Alterations”)   without Landlord’s prior written approval, which approval Landlord shall not   unreasonably withhold; provided, however, that, in the event any proposed   Alteration affects (a) any structural portions of the Building, including   exterior walls, the roof, the foundation or slab, foundation or slab systems   (including barriers and subslab systems) or the core of the Building, (b) the   exterior of the Building or (c) any Building systems, including elevator,   plumbing, HVAC, electrical, security, life safety and power, then Landlord   may withhold its approval in its sole and absolute discretion. Tenant shall,   in making any Alterations, use only those architects, contractors, suppliers   and mechanics of which Landlord has given prior written approval, which   approval shall be in Landlord’s sole and absolute discretion. Landlord, at   least thirty (30) days in specifications, bid proposals, certified In seeking   Landlord’s approval, Tenant shall provide advance of any proposed   construction, with plans, stamped engineering drawings and calculations by   Tenant’s engineer of record or architect of record (including connections to   the Building’s structural system, modifications to the Building’s envelope,   non-structural penetrations in slabs or walls, and modifications or tie-ins   to life safety systems), work contracts, requests for laydown areas and such   other information concerning the nature and cost of the Alterations as   Landlord may reasonably request. In no event shall Tenant use or Landlord be   required to approve any architects, consultants, contractors, subcontractors   or material suppliers that Landlord reasonably believes could cause labor   disharmony or may not have sufficient experience, in Landlord’s reasonable   opinion, to perform work in an occupied Class “A” laboratory research   building and in tenant-occupied lab areas. Notwithstanding the foregoing,   Tenant may make strictly cosmetic changes to the Premises that do not require   any permits or more than three (3) total contractors and subcontractors   (“Cosmetic Alterations”) without Landlord’s consent; provided that (y) the   cost of any Cosmetic Alterations does not exceed Thirty Thousand Dollars   ($30,000.00) in any one instance or Sixty-Five Thousand Dollars ($65,000.00)   annually, (z) such Cosmetic Alterations do not (i) require any structural or   other substantial modifications to the Premises, (ii) require any changes to   or adversely affect the Building systems, (iii) affect the exterior of the   Building or (iv) trigger any requirement under Applicable Laws that would   require Landlord to make any alteration or improvement to the Premises, the   Building or the Project. 17.2.Tenant shall not construct or permit to be   constructed partitions or other obstructions that might interfere with free   access to mechanical installation or service facilities of the Building or   with other tenants’ components located within the Building, or interfere with   the moving of Landlord’s equipment to or from the enclosures containing such   installations or facilities. 17.3.Tenant shall accomplish any work performed   on the Premises or the Building in such a manner as to permit any life safety   systems to remain fully operable at all times. 28 {A0336717.4 } 


    




 










17.4.Any work   performed on the Premises, the Building or the Project by Tenant or Tenant’s   contractors shall be done at such times and in such manner as Landlord may   from time to time designate. Tenant covenants and agrees that all work done   by Tenant or Tenant’s contractors shall be performed in full compliance with   Applicable Laws. Within thirty (30) days after completion of any Alterations,   Tenant shall provide Landlord with complete “as built” drawing print sets and   electronic CADD files on disc (or files in such other current format in   common use as Landlord reasonably approves or requires) showing any changes   in the Premises (but excluding Cosmetic Alterations), as well as a   commissioning report prepared by a licensed, qualified commissioning agent   hired by Tenant and approved by Landlord for all new or affected mechanical,   electrical and plumbing systems. Any such “as built” plans shall show the applicable   Alterations as an overlay on the Building as-built plans; provided that   Landlord provides the Building “as built” plans to Tenant. 17.5.Before   commencing any Alterations, Tenant shall give Landlord at least thirty (30)   days’ prior written notice of the proposed commencement of such work.   17.6.Tenant shall repair any damage to the Premises caused by Tenant’s   removal of any property from the Premises. During any such restoration   period, Tenant shall pay Rent to Landlord as provided herein as if such space   were otherwise occupied by Tenant. The provisions of this Section shall   survive the expiration or earlier termination of this Lease. 17.7.The   Premises plus any Alterations, Signage, Tenant Improvements, attached   equipment, fixtures, movable laboratory casework and related appliances,   trade fixtures, and other additions and improvements attached to or built   into the Premises made by either of the parties (including all floor and wall   coverings; paneling; sinks and related plumbing fixtures; laboratory benches;   exterior venting fume hoods; walk-in freezers and refrigerators; ductwork;   conduits; electrical panels and circuits; business and trade fixtures;   attached machinery and equipment; and built-in furniture and cabinets, in   each case, together with all additions and accessories thereto), shall   (unless, prior to such construction or installation, Landlord elects   otherwise in writing) at all times remain the property of Landlord, shall   remain in the Premises and shall (unless, prior to construction or installation   thereof, Landlord elects otherwise in writing) be surrendered to Landlord   upon the expiration or earlier termination of this Lease. For the avoidance   of doubt, the items listed on Exhibit I attached hereto (which Exhibit I may   be updated by Tenant from and after the Term Commencement Date, subject to   Landlord’s written consent) constitute Tenant’s property and shall be removed   by Tenant upon the expiration or earlier termination of the Lease.   17.8.Notwithstanding any other provision of this Article to the contrary, in   no event shall Tenant remove any improvement from the Premises as to which   Landlord contributed payment, including the Tenant Improvements, without   Landlord’s prior written consent, which consent Landlord may withhold in its   sole and absolute discretion. 17.9.If Tenant shall fail to remove any of its   property from the Premises prior to the expiration or earlier termination of   this Lease, then Landlord may, at its option, remove the same in any manner   that Landlord shall choose and store such effects without liability to Tenant   for loss thereof or damage thereto, and Tenant shall pay Landlord, upon   demand, any costs and 29 {A0336717.4 } 


    




 










expenses   incurred due to such removal and storage or Landlord may, at its sole option   and without notice to Tenant, sell such property or any portion thereof at   private sale and without legal process for such price as Landlord may obtain   and apply the proceeds of such sale against any (a) amounts due by Tenant to   Landlord under this Lease and (b) any expenses incident to the removal,   storage and sale of such personal property. 17.10. Tenant shall pay to   Landlord an amount equal to three percent (3%) of the cost to Tenant of all   Alterations (but excluding Cosmetic Alterations) to cover Landlord’s overhead   and expenses for plan review, engineering review, coordination, scheduling   and supervision thereof. For purposes of payment of such sum, Tenant shall   submit to Landlord copies of all bills, invoices and statements covering the   costs of such charges, accompanied by payment to Landlord of the fee set   forth in this Section. Tenant shall reimburse Landlord for any extra expenses   incurred by Landlord by reason of faulty work done by Tenant or its   contractors, or by reason of delays caused by such work, or by reason of   inadequate clean-up. 17.11. Within sixty (60) days after final completion of   any Alterations performed by Tenant with respect to the Premises, Tenant   shall submit to Landlord documentation showing the amounts expended by Tenant   with respect to such Alterations, together with supporting documentation   reasonably acceptable to Landlord. 17.12. Tenant shall take, and shall cause   its contractors to take, commercially reasonable steps to protect the   Premises during the performance of any Alterations, including covering or   temporarily removing any window coverings so as to guard against dust, debris   or damage. 17.13. Tenant shall require its contractors and subcontractors   performing work on the Premises to name Landlord and its affiliates and   Lenders as additional insureds on their respective insurance policies. 17.14.   Notwithstanding anything to the contrary in this Lease, Landlord and Tenant   agree that Landlord shall be permitted to withhold its approval (in its sole   and absolute discretion) of any Alteration that (a) is inconsistent with the   office and lab zones identified on Exhibit D attached hereto, or (b) affects   the use or function of any flexible wall and lab bench system within the   Premises. 18. Repairs and Maintenance. 18.1.Subject to the limitations set   forth in Section 16.9, Landlord shall repair and maintain the structural and   exterior portions and Common Area of the Building and the Project, including   roofing and covering materials; foundations (excluding any architectural slabs,   but including any structural slabs); exterior walls; plumbing; fire sprinkler   and life safety systems (if any); base Building HVAC systems up to the first   damper or isolation valve that serves the Premises (for purposes of clarity,   the portion of the HVAC system that includes such first damper or isolation   valve and extends into and through the Premises, and any supplemental HVAC   serving the Premises, shall not be part of the base Building HVAC and shall   be Tenant’s obligation to maintain and repair pursuant to Section 18.2   below); the Generator, the Acid Neutralization Tank and associated monitoring   system; elevators; and all base Building electrical 30 {A0336717.4 } 


    




 










systems, in a   first class manner comparable to other buildings in Cambridgeport, Cambridge,   Massachusetts owned or operated by Landlord or its affiliates that are   similar to the Building and operated and used for the same use as the   Permitted Use. 18.2.Except for services of Landlord, if any, required by   Section 18.1, Tenant shall at Tenant’s sole cost and expense maintain and   keep the Premises (including but not limited to the portion of the HVAC   system that includes such first damper or isolation valve and extends into   and through the Premises and any supplemental HVAC serving the Premises,   including but not limited to any supplemental HVAC serving Tenant’s   vivarium), and every part thereof in good condition and repair, damage   thereto from ordinary wear and tear excepted, and shall, within ten (10) days   after receipt of written notice from Landlord, provide to Landlord any   maintenance records that Landlord reasonably requests. Tenant shall, upon the   expiration or sooner termination of the Term, surrender the Premises to   Landlord in as good a condition as existed when the Tenant Improvements are   finally completed by Landlord, and with respect to Alterations, in   substantially the same condition as existed on the date such Alterations are   substantially completed by Tenant, ordinary wear and tear excepted; and   shall, at Landlord’s request (written notice of which shall be provided in   writing at least eight (8) months prior to the expiration of the Term) and   Tenant’s sole cost and expense, remove all telephone and data systems, wiring   and equipment from the Premises, and repair any damage to the Premises caused   thereby. Landlord shall have no obligation to alter, remodel, improve,   repair, decorate or paint the Premises or any part thereof, other than   pursuant to the terms and provisions of the Work Letter or Section 4.1. 18.3.Landlord   shall not be liable for any failure to make any repairs or to perform any   maintenance that is Landlord’s obligation pursuant to this Lease unless such   failure shall persist for an unreasonable time after Tenant provides Landlord   with written notice of the need of such repairs or maintenance. Tenant waives   its rights under Applicable Laws now or hereafter in effect to make repairs   at Landlord’s expense. 18.4.If any excavation shall be made upon land   adjacent to or under the Building, or shall be authorized to be made, Tenant   shall afford to the person causing or authorized to cause such excavation,   license to enter the Premises for the purpose of performing such work as such   person shall deem necessary or desirable to preserve and protect the Building   from injury or damage and to support the same by proper foundations, without   any claim for damages or liability against Landlord and without reducing or   otherwise affecting Tenant’s obligations under this Lease; provided such   party makes all commercially reasonable efforts to avoid any interference or   disruption of Tenant’s business. 18.5.This Article relates to repairs and   maintenance arising in the ordinary course of operation of the Building and   the Project. In the event of a casualty described in Article 24, Article 24   shall apply in lieu of this Article. In the event of eminent domain, Article   25 shall apply in lieu of this Article. 18.6.Costs incurred by Landlord   pursuant to this Article shall constitute Operating Expenses. 31 {A0336717.4   } 


    




 










19.Liens.   19.1.Subject to the immediately succeeding sentence, Tenant shall keep the   Premises, the Building and the Project free from any liens arising out of   work or services performed, materials furnished to or obligations incurred by   Tenant. Tenant further covenants and agrees that any mechanic’s or   materialman’s lien filed against the Premises, the Building or the Project   for work or services claimed to have been done for, or materials claimed to   have been furnished to, or obligations incurred by Tenant shall be discharged   or bonded by Tenant within ten (10) days after Tenant’s receipt of notice of   the filing thereof, at Tenant’s sole cost and expense. 19.2.Should Tenant   fail to discharge or bond against any lien of the nature described in Section   19.1, Landlord may, at Landlord’s election, pay such claim or post a   statutory lien bond or otherwise provide security to eliminate the lien as a   claim against title, and Tenant shall immediately reimburse Landlord for the   costs thereof as Additional Rent. Tenant shall indemnify, compensate, save,   defend (at Landlord’s option and with counsel reasonably acceptable to   Landlord) and hold the Landlord Indemnitees harmless from and against any   Claims arising from any such liens, including any administrative, court or   other legal proceedings related to such liens. 19.3.In the event that Tenant   leases or finances the acquisition of office equipment, furnishings or other   personal property of a removable nature utilized by Tenant in the operation of   Tenant’s business, Tenant warrants that any Uniform Commercial Code financing   statement shall, upon its face or by exhibit thereto, indicate that such   financing statement is applicable only to removable personal property of   Tenant located within the Premises. In no event shall the address of the   Premises, the Building or the Project be furnished on a financing statement   without qualifying language as to applicability of the lien only to removable   personal property located in an identified suite leased by Tenant. Should any   holder of a financing statement record or place of record a financing   statement that appears to constitute a lien against any interest of Landlord   or against equipment that may be located other than within an identified   suite leased by Tenant, Tenant shall, within ten (10) days after filing such   financing statement, cause (a) a copy of the lender security agreement or   other documents to which the financing statement pertains to be furnished to   Landlord to facilitate Landlord’s ability to demonstrate that the lien of   such financing statement is not applicable to Landlord’s interest and (b)   Tenant’s lender to amend such financing statement and any other documents of   record to clarify that any liens imposed thereby are not applicable to any interest   of Landlord in the Premises, the Building or the Project. 20. Estoppel   Certificate. Tenant shall, within ten (10) days after receipt of written   notice from Landlord, execute, acknowledge and deliver a statement in writing   substantially in the form attached to this Lease as Exhibit J, or on any   other form reasonably requested by a current or proposed Lender or   encumbrancer or proposed purchaser, (a) certifying that this Lease is   unmodified and in full force and effect (or, if modified, stating the nature   of such modification and certifying that this Lease as so modified is in full   force and effect) and the dates to which rental and other charges are paid in   advance, if any, (b) acknowledging that there are not, to Tenant’s knowledge,   any uncured defaults on the part of Landlord hereunder, or specifying such   defaults if any are claimed, and (c) setting forth such further information   with respect to this Lease or the Premises as may be requested thereon. Any   such statements may be relied upon by 32 {A0336717.4 } 


    




 










any prospective   purchaser or encumbrancer of all or any portion of the Property. Tenant’s   failure to deliver any such statement within such prescribed time if such   failure continues for more than five (5) days after Landlord gives Tenant   written notice thereof shall, at Landlord’s option, constitute a Default (as   defined below) under this Lease, and, in any event, shall be binding upon   Tenant that the Lease is in full force and effect and without modification   except as may be represented by Landlord in any certificate prepared by   Landlord and delivered to Tenant for execution. 21. Hazardous Materials.   21.1.Tenant shall not cause or permit any Hazardous Materials (as defined   below) to be brought upon, kept or used in or about the Premises, the   Building or the Project in violation of Applicable Laws by Tenant or any of   its employees, agents, contractors or invitees (collectively with Tenant,   each a “Tenant Party”). If (a) Tenant breaches such obligation, (b) the   presence of Hazardous Materials as a result of such a breach results in   contamination of the Project, any portion thereof, or any adjacent property,   (c) contamination of the Premises otherwise occurs during the Term or any   extension or renewal hereof or holding over hereunder (other than if such   contamination results from (i) migration of Hazardous Materials from outside   the Premises not caused by a Tenant Party or (ii) to the extent such   contamination is caused by Landlord’s gross negligence or willful   misconduct), or (d) contamination of the Project occurs as a result of   Hazardous Materials that are placed on or under or are released into the   Project by a Tenant Party, then Tenant shall indemnify, compensate, save,   defend (at Landlord’s option and with counsel reasonably acceptable to   Landlord) and hold the Landlord Indemnitees harmless from and against any and   all Claims of any kind or nature, including (w) diminution in value of the   Project or any portion thereof, (x) damages for the loss or restriction on   use of rentable or usable space or of any amenity of the Project, (y) damages   arising from any adverse impact on marketing of space in the Project or any   portion thereof and (z) sums paid in settlement of Claims that arise before,   during or after the Term as a result of such breach or contamination. This   indemnification and compensation by Tenant includes costs incurred in   connection with any investigation of site conditions or any clean-up,   remedial, removal or restoration work required by any Governmental Authority   because of Hazardous Materials present in the air, soil or groundwater above,   on, under or about the Project. Without limiting the foregoing, if the   presence of any Hazardous Materials in, on, under or about the Project, any   portion thereof or any adjacent property caused or permitted by any Tenant   Party results in any contamination of the Project, any portion thereof or any   adjacent property, then Tenant shall promptly take all actions at its sole   cost and expense as are necessary to return the Project, any portion thereof   or any adjacent property to its respective condition existing prior to the   time of such contamination; provided that Landlord’s written approval of such   action shall first be obtained, which approval Landlord shall not   unreasonably withhold; and provided, further, that it shall be reasonable for   Landlord to withhold its consent if such actions could have a material   adverse long-term or short-term effect on the Project, any portion thereof or   any adjacent property. Tenant’s obligations under this Section shall not be   affected, reduced or limited by any limitation on the amount or type of   damages, compensation or benefits payable by or for Tenant under workers’   compensation acts, disability benefit acts, employee benefit acts or similar   legislation. Landlord hereby agrees to hold Tenant harmless from and against   any and all loss, cost, damage, claim or expense (including legal fees)   incurred in connection with or arising out of or relating in any way 33   {A0336717.4 } 


    




 










to the presence   of Hazardous Materials at the Property as of the Execution Date, unless   placed on the Property by a Tenant Party.The provisions of the foregoing   sentence shall survive the expiration or earlier termination of this Lease.   21.2.Landlord acknowledges that it is not the intent of this Article to   prohibit Tenant from operating its business for the Permitted Use. Tenant may   operate its business according to the custom of Tenant’s industry so long as   the use or presence of Hazardous Materials is strictly and properly monitored   in accordance with Applicable Laws. As a material inducement to Landlord to   allow Tenant to use Hazardous Materials in connection with its business,   Tenant agrees to deliver to Landlord (a) a list identifying each type of   Hazardous Material to be present at the Premises that is subject to   regulation under any environmental Applicable Laws, (b) a list of any and all   approvals or permits from Governmental Authorities required in connection   with the presence of such Hazardous Material at the Premises and (c) correct   and complete copies of (i) notices of violations of Applicable Laws related   to Hazardous Materials and (ii) plans relating to the installation of any   storage tanks to be installed in, on, under or about the Project (provided that   installation of storage tanks shall only be permitted after Landlord has   given Tenant its written consent to do so, which consent Landlord may   withhold in its sole and absolute discretion) and closure plans or any other   documents required by any and all Governmental Authorities for any storage   tanks installed in, on, under or about the Project for the closure of any   such storage tanks (collectively, “Hazardous Materials Documents”).   Notwithstanding the foregoing, Tenant shall not be required to include within   the Hazardous Materials Documents any Hazardous Materials found in office   supplies used in the ordinary course and in compliance with all Applicable   Laws. Tenant shall deliver to Landlord updated Hazardous Materials Documents,   within fourteen (14) days after receipt of a written request therefor from   Landlord, not more often than once per year, unless (m) there are any changes   to the Hazardous Materials Documents or (n) Tenant initiates any Alterations   or changes its business, in either case in a way that involves any material   increase in the types or amounts of Hazardous Materials. For each type of   Hazardous Material listed, the Hazardous Materials Documents shall include   (t) the chemical name, (u) the material state (e.g., solid, liquid, gas or   cryogen), (v) the concentration, (w) the storage amount and storage condition   (e.g., in cabinets or not in cabinets), (x) the use amount and use condition   (e.g., open use or closed use), (y) the location (e.g., room number or other   identification) and (z) if known, the chemical abstract service number.   Notwithstanding anything in this Section to the contrary, Tenant shall not be   required to provide Landlord with any Hazardous Materials Documents   containing information of a proprietary nature, which Hazardous Materials   Documents, in and of themselves, do not contain a reference to any Hazardous   Materials or activities related to Hazardous Materials. Landlord may, at   Landlord’s expense, cause the Hazardous Materials Documents to be reviewed by   a person or firm qualified to analyze Hazardous Materials to confirm   compliance with the provisions of this Lease and with Applicable Laws. In the   event that a review of the Hazardous Materials Documents indicates   non-compliance with this Lease or Applicable Laws, Tenant shall, at its   expense, diligently take steps to bring its storage and use of Hazardous   Materials into compliance. Notwithstanding anything in this Lease to the   contrary or Landlord’s review into Tenant’s Hazardous Materials Documents or   use or disposal of hazardous materials, however, Landlord shall not have and   expressly disclaims any liability related to Tenant’s or other tenants’ use   or disposal of 34 {A0336717.4 } 


    




 










Hazardous   Materials, it being acknowledged by Tenant that Tenant is best suited to   evaluate the safety and efficacy of its Hazardous Materials usage and   procedures. 21.3.Tenant represents and warrants to Landlord that it is not   nor has it been, in connection with the use, disposal or storage of Hazardous   Materials, (a) subject to a material enforcement order issued by any   Governmental Authority or (b) required to take any remedial action. 21.4.At   any time, and from time to time, prior to the expiration of the Term,   Landlord shall have the right to conduct appropriate tests of the Project or   any portion thereof to demonstrate that Hazardous Materials are present or   that contamination has occurred due to the acts or omissions of a Tenant   Party. Tenant shall pay all reasonable costs of such tests if such tests   reveal that Hazardous Materials exist at the Project in violation of this   Lease. 21.5.If underground or other storage tanks storing Hazardous Materials   installed or utilized by Tenant are located on the Premises, or are hereafter   placed on the Premises by Tenant (or by any other party, if such storage   tanks are utilized by Tenant), then Tenant shall monitor the storage tanks,   maintain appropriate records, implement reporting procedures, properly close   any underground storage tanks, and take or cause to be taken all other steps   necessary or required under the Applicable Laws. Tenant shall have no   responsibility or liability for underground or other storage tanks installed   by anyone other than Tenant unless Tenant utilizes such tanks, in which case   Tenant’s responsibility for such tanks shall be as set forth in this Section.   21.6.Tenant shall promptly report to Landlord any actual or suspected   presence of mold or water intrusion at the Premises. 21.7.Tenant’s   obligations under this Article shall survive the expiration or earlier termination   of the Lease. During any period of time needed by Tenant or Landlord after   the termination of this Lease to complete the removal from the Premises of   any such Hazardous Materials, Tenant shall be deemed a holdover tenant and   subject to the provisions of Article 27. 21.8.As used herein, the term   “Hazardous Material” means any toxic, explosive, corrosive, flammable,   infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous   substance, material or waste that is or becomes regulated by Applicable Laws   or any Governmental Authority. 21.9.Notwithstanding anything to the contrary   in this Lease, Landlord shall have sole control over the equitable allocation   of fire control areas (as defined in the Uniform Building Code as adopted by   the city or municipality(ies) in which the Project is located (the “UBC”)).   The UBC definition of fire control areas also sets forth the maximum quantity   and type of Hazardous Materials permitted to be stored within a fire control   area. Landlord and Tenant acknowledge that as of the Term Commencement Date,   there will be the following two (2) separate fire control areas in the   Building to be used by all tenants of the Building: (a) a waste storage room   located adjacent to the loading dock, as shown on Exhibit A attached hereto   (the “Waste Storage Room”), and (b) the remainder of the Building exclusive   of the Waste Storage Room (the “Building Control Area”). Tenant shall have   the right to use its Pro Rata Share of the 35 {A0336717.4 } 


    




 










area in the   Waste Storage Room to store up to Tenant’s Pro Rata Share of the quantity of   Hazardous Materials permitted within one fire control area. Tenant shall also   have the right to store in the Premises (exclusive of the area comprised of   Tenant’s Pro Rata Share of the Waste Storage Room), up to its Pro Rata Share   of the quantity of Hazardous Materials allowed within the Building Control   Area (subject to the provisions herein). The Building Control Area shall   constitute a separate and distinct fire control area from the Waste Storage   Area, and the Tenant’s Pro Rata Share of the quantity of Hazardous Materials   permitted in one fire control area shall not be aggregated with the Tenant’s   Pro Rata Share of the quantity of Hazardous Materials permitted in the other   fire control area. Notwithstanding anything to the contrary in this Lease,   the quantity of Hazardous Materials allowed by this Section 21.9 is specific   to Tenant and shall not run with the Lease in the event of a Transfer (as   defined in Article 29). In the event of a Transfer, if the use of Hazardous   Materials by such new tenant (“New Tenant”) is such that New Tenant utilizes   fire control areas in the Project in excess of New Tenant’s Pro Rata Share of   the Building or the Project, as applicable, then New Tenant shall, at its   sole cost and expense and upon Landlord’s written request, establish and   maintain a separate area of the Premises classified by the UBC as an “H”   occupancy area for the use and storage of Hazardous Materials, or take such   other action as is necessary to ensure that its share of the fire control   areas of the Building and the Project is not greater than New Tenant’s Pro   Rata Share of the Building or the Project, as applicable. Notwithstanding   anything in this Lease to the contrary, Landlord shall not have and expressly   disclaims any liability related to Tenant’s or other tenants’ use or disposal   of fire control areas, it being acknowledged by Tenant that Tenant and other   tenants are best suited to evaluate the safety and efficacy of its Hazardous   Materials usage and procedures. Notwithstanding anything to the contrary   contained herein, Tenant shall be entitled as part of the Tenant   Improvements, to establish and maintain a separate fire control area within   the Premises (the “Tenant Control Area”) for the use and storage of Hazardous   Materials; provided that (i) the location of the Tenant Control Area shall be   subject to Landlord’s reasonable approval, and shall comprise the entirety of   the lab area within the Premises (and any other areas within the Premises   containing Hazardous Materials), and (ii) if Tenant elects to establish and   maintain a Tenant Control Area, Tenant shall not have any rights to use the   Building Control Area. For the avoidance of doubt, the Tenant Control Area   shall constitute a separate and distinct fire control area from the Waste   Storage Area and the Building Control Area. 22.Odors and Exhaust. Tenant   acknowledges that Landlord would not enter into this Lease with Tenant unless   Tenant assured Landlord that under no circumstances will any other occupants   of the Building or the Project (including persons legally present in any   outdoor areas of the Project) be subjected to odors or fumes (whether or not   noxious), and that the Building and the Project will not be damaged by any   exhaust, in each case from Tenant’s operations. Landlord and Tenant therefore   agree as follows: 22.1.Tenant shall not cause or permit (or conduct any   activities that would cause) any release of any odors or fumes of any kind   from the Premises. 22.2.If the Building has a ventilation system that, in   Landlord’s judgment, is adequate, suitable, and appropriate to vent the   Premises in a manner that does not release odors affecting any indoor or   outdoor part of the Project, Tenant shall vent the Premises through such   system. If Landlord at any time determines that any existing ventilation   system is inadequate, or if no 36 {A0336717.4 } 


    




 










ventilation   system exists, Tenant shall in compliance with Applicable Laws vent all fumes   and odors from the Premises (and remove odors from Tenant’s exhaust stream)   as Landlord requires. The placement and configuration of all ventilation   exhaust pipes, louvers and other equipment shall be subject to Landlord’s   approval. Tenant acknowledges Landlord’s legitimate desire to maintain the   Project (indoor and outdoor areas) in an odor-free manner, and Landlord may   require Tenant to abate and remove all odors in a manner that goes beyond the   requirements of Applicable Laws. 22.3.Tenant shall, at Tenant’s sole cost and   expense, provide odor eliminators and other devices (such as filters, air   cleaners, scrubbers and whatever other equipment may in Landlord’s judgment   be necessary or appropriate from time to time) to completely remove,   eliminate and abate any odors, fumes or other substances in Tenant’s exhaust   stream that, in Landlord’s judgment, emanate from Tenant’s Premises. Any work   Tenant performs under this Section shall constitute Alterations.   22.4.Tenant’s responsibility to remove, eliminate and abate odors, fumes and   exhaust shall continue throughout the Term. Landlord’s construction of the   Tenant Improvements shall not preclude Landlord from requiring additional   measures to eliminate odors, fumes and other adverse impacts of Tenant’s   exhaust stream (as Landlord may designate in Landlord’s discretion). Tenant   shall install additional equipment as Landlord requires from time to time   under the preceding sentence. Such installations shall constitute   Alterations. 22.5.If Tenant fails to install satisfactory odor control   equipment within ten (10) business days after Landlord’s demand made at any   time, then Landlord may, without limiting Landlord’s other rights and   remedies, require Tenant to cease and suspend any operations in the Premises   that, in Landlord’s determination, cause odors, fumes or exhaust. For   example, if Landlord determines that Tenant’s production of a certain type of   product causes odors, fumes or exhaust, and Tenant does not install   satisfactory odor control equipment within ten (10) business days after   Landlord’s request, then Landlord may require Tenant to stop producing such   type of product in the Premises unless and until Tenant has installed odor   control equipment satisfactory to Landlord. 23. Insurance; Waiver of   Subrogation. 23.1.Landlord shall maintain insurance for the Building and the   Project in amounts equal to full replacement cost (exclusive of the costs of   excavation, foundations and footings, engineering costs or such other costs   to the extent the same are not incurred in the event of a rebuild and without   reference to depreciation taken by Landlord upon its books or tax returns) or   such lesser coverage as Landlord may elect, provided that such coverage shall   not be less than the amount of such insurance Landlord’s Lender, if any, requires   Landlord to maintain, providing protection against any peril generally   included within the classification “Fire and Extended Coverage,” together   with insurance against sprinkler damage (if applicable), vandalism and   malicious mischief. Landlord, subject to availability thereof, shall further   insure, if Landlord deems it appropriate, coverage against flood,   environmental hazard, earthquake, loss or failure of building equipment,   rental loss during the period of repairs or rebuilding, Workers’ Compensation   insurance and fidelity bonds for employees employed to perform services. 37   {A0336717.4 } 


    




 






 



Notwithstanding   the foregoing, Landlord may, but shall not be deemed required to, provide   insurance for any improvements installed by Tenant or that are in addition to   the standard improvements customarily furnished by Landlord, without regard   to whether or not such are made a part of or are affixed to the Building.   23.2.In addition, Landlord shall carry Commercial General Liability insurance   with limits of not less than One Million Dollars ($1,000,000) per   occurrence/general aggregate for bodily injury (including death), or property   damage with respect to the Project. 23.3.Tenant shall, at its own cost and   expense, procure and maintain during the Term the following insurance for the   benefit of Tenant and Landlord (as their interests may appear) with insurers   financially acceptable and lawfully authorized to do business in the state   where the Premises are located: (a)Commercial General Liability insurance on   a broad-based occurrence coverage form, with coverages including but not   limited to bodily injury (including death), property damage (including loss   of use resulting therefrom), premises/operations, personal & advertising   injury, and contractual liability with limits of liability of not less than   $2,000,000 for bodily injury and property damage per occurrence, $2,000,000   general aggregate, which limits may be met by use of excess and/or umbrella   liability insurance provided that such coverage is at least as broad as the   primary coverages required herein. (b) Commercial Automobile Liability insurance   covering liability arising from the use or operation of any auto, including   those owned, hired or otherwise operated or used by or on behalf of the   Tenant. The coverage shall be on a broad-based occurrence form with combined   single limits of not less than $1,000,000 per accident for bodily injury and   property damage. (c) Commercial Property insurance covering property damage   to the full replacement cost value and business interruption.Covered property   shall include all tenant improvements in the Premises (to the extent not   insured by Landlord pursuant to Section 23.1) and Tenant’s Property including   personal property, furniture, fixtures, machinery, equipment, stock,   inventory and improvements and betterments, which may be owned by Tenant or   Landlord and required to be insured hereunder, or which may be leased,   rented, borrowed or in the care custody or control of Tenant, or Tenant’s   agents, employees or subcontractors. Such insurance, with respect only to all   Alterations or other work performed on the Premises by Tenant (collectively,   “Tenant Work”), shall name Landlord and Landlord’s current and future   mortgagees as loss payees as their interests may appear. Such insurance shall   be written on an “all risk” of physical loss or damage basis including the perils   of fire, extended coverage, electrical injury, mechanical breakdown,   windstorm, vandalism, malicious mischief, sprinkler leakage, back-up of   sewers or drains, flood, and such other risks Landlord may from time to time   designate, for the full replacement cost value of the covered items with an   agreed amount endorsement with no co-insurance. Business interruption   coverage shall have limits sufficient to cover Tenant’s lost profits and   necessary continuing expenses, including rents due Landlord under the Lease.   The minimum period of indemnity for business interruption coverage shall be   twelve (12) months. 38 {A0336717.4 } 


    




 










(d) Workers’   Compensation insurance as is required by statute or law, or as may be   available on a voluntary basis and Employers’ Liability insurance with limits   of not less than the following: each accident, Five Hundred Thousand Dollars   ($500,000); disease ($500,000); disease (each employee), Five Hundred   Thousand Dollars ($500,000). (e) Intentionally Omitted. (f) improvements   being must be in place. During all construction by Tenant at the Premises,   with respect to tenant constructed (including any Alterations), insurance   required in Exhibit K The insurance required of Tenant by this Article shall   be with companies at all times having a current rating of not less than A-and   financial category rating of at least Class VII in “A.M. Best’s Insurance   Guide” current edition. Tenant shall obtain for Landlord from the insurance   companies/broker or cause the insurance companies/broker to furnish   certificates of insurance evidencing all coverages required herein to   Landlord. No such policy shall be cancelable or subject to reduction of   coverage or other modification or cancellation except after twenty (20) days’   prior written notice to Landlord from Tenant or its insurers (except in the   event of non-payment of premium, in which case ten (10) days’ written notice   shall be given). All such policies shall be written as primary policies, not   contributing with and not in excess of the coverage that Landlord may carry.   Tenant’s required policies shall contain severability of interests clauses   stating that, except with respect to limits of insurance, coverage shall   apply separately to each insured or additional insured. Tenant shall, prior   to the expiration of such policies, furnish Landlord with renewal   certificates of insurance or binders. Tenant agrees that if Tenant does not   take out and maintain such insurance, Landlord may (but shall not be required   to) procure such insurance on Tenant’s behalf and at its cost to be paid by   Tenant as Additional Rent. Commercial General Liability, Commercial   Automobile Liability, Umbrella Liability as required above shall name   Landlord, BioMed Realty, L.P., and BioMed Realty Trust, Inc., and their respective   officers, employees, agents, general partners, members, subsidiaries,   affiliates and Lenders (“Landlord Parties”) as additional insureds as   respects liability arising from work or operations performed by or on behalf   of Tenant, Tenant’s use or occupancy of Premises, and ownership, maintenance   or use of vehicles by or on behalf of Tenant. 23.4.In each instance where   insurance is to name Landlord Parties as additional insureds, Tenant shall,   upon Landlord’s written request, also designate and furnish certificates   evidencing such Landlord Parties as additional insureds to (a) any Lender of   Landlord holding a security interest in the Building or the Project, (b) the   landlord under any lease whereunder Landlord is a tenant of the real property   upon which the Building is located if the interest of Landlord is or shall   become that of a tenant under a ground lease rather than that of a fee owner   and (c) any management company retained by Landlord to manage the Project.   23.5.Tenant assumes the risk of damage to any fixtures, goods, inventory,   merchandise, equipment and leasehold improvements, and Landlord shall not be   liable for injury to Tenant’s business or any loss of income therefrom,   relative to such damage, all as more particularly set forth within this Lease.   Tenant shall, at Tenant’s sole cost and expense, carry such insurance as 39   {A0336717.4 } 


    




 










Tenant desires   for Tenant’s protection with respect to personal property of Tenant or   business interruption. 23.6.Each of Tenant and Landlord and their respective   insurers hereby waive any and all rights of recovery or subrogation against   the Landlord Parties and Tenant Parties, as applicable, with respect to any   loss, damage, claims, suits or demands, howsoever caused, that are covered, or   should have been covered, by valid and collectible insurance, including any   deductibles or self-insurance maintained thereunder. If necessary, Tenant and   Landlord agree to endorse the required insurance policies to permit waivers   of subrogation as required hereunder and hold harmless, indemnify and   compensate the Landlord Parties and Tenant Parties, as applicable, for any   loss or expense incurred as a result of a failure to obtain such waivers of   subrogation from insurers. Such waivers shall continue so long as Tenant’s   and Landlord’s insurers so permit. Any termination of such a waiver shall be   by written notice to Landlord or Tenant, as applicable, containing a   description of the circumstances hereinafter set forth in this Section.   Tenant, upon obtaining the policies of insurance required or permitted under   this Lease, shall give notice to its insurance carriers that the foregoing   waiver of subrogation is contained in this Lease. If such policies shall not   be obtainable with such waiver or shall be so obtainable only at a premium   over that chargeable without such waiver, then Tenant shall notify Landlord   of such conditions. 23.7.Landlord may require insurance policy limits   required under this Lease to be raised to conform with requirements of   Landlord’s Lender or to bring coverage limits to levels then being required   of new tenants within the Project. 23.8.Any costs incurred by Landlord   pursuant to this Article shall constitute a portion of Operating Expenses.   23.9.The provisions of this Section shall survive the expiration or earlier   termination of this Lease. 24. Damage or Destruction. 24.1.In the event of a   partial destruction of (a) the Premises or (b) Common Area of the Building or   the Project ((a) and (b) together, the “Affected Areas”) by fire or other   perils covered by extended coverage insurance not exceeding twenty-five   percent (25%) of the full insurable value thereof, and provided that (x) the   damage thereto is such that the Affected Areas may be repaired, reconstructed   or restored within a period of six (6) months from the date of the happening   of such casualty, (y) Landlord shall receive insurance proceeds sufficient to   cover the cost of such repairs, reconstruction and restoration (except for   any deductible amount provided by Landlord’s policy, which deductible amount,   if paid by Landlord, shall constitute an Operating Expense) and (z) such   casualty was not intentionally caused by a Tenant Party, then Landlord shall   commence and proceed diligently with the work of repair, reconstruction and   restoration of the Affected Areas and this Lease shall continue in full force   and effect. 24.2.In the event of any damage to or destruction of the Building   or the Project other than as described in Section 24.1, Landlord may elect to   repair, reconstruct and restore the 40 {A0336717.4 } 


    




 










Building or the   Project, as applicable, in which case this Lease shall continue in full force   and effect. If Landlord elects not to repair, reconstruct and restore the   Building or the Project, as applicable, then this Lease shall terminate as of   the date of such damage or destruction. Notwithstanding the foregoing, in the   event of any damage or destruction (regardless of whether such damage is   governed by Section 24.1 or this Section), if (a) in Landlord’s determination   as set forth in the Damage Repair Estimate (as defined below), the Affected   Areas cannot be repaired, reconstructed or restored within twelve (12) months   after the date of such casualty, (b) subject to Section 24.6, the Affected   Areas are not actually repaired, reconstructed and restored within eighteen   (18) months after the date of such casualty, or (c) the damage and   destruction occurs within the last twelve (12) months of the then-current   Term, then Tenant shall have the right to terminate this Lease, effective as   of the date of such damage or destruction, by delivering to Landlord its   written notice of termination (a “Termination Notice”) (y) with respect to   Subsections 24.2(a) and (c), no later than fifteen (15) days after Landlord   delivers to Tenant Landlord’s Damage Repair Estimate and (z) with respect to   Subsection 24.2(b), no later than fifteen (15) days after such twelve (12)   month period expires. If Tenant provides Landlord with a Termination Notice   pursuant to Subsection 24.2(z), Landlord shall have an additional thirty (30)   days after receipt of such Termination Notice to complete the repair,   reconstruction and restoration. If Landlord does not complete such repair,   reconstruction and restoration within such thirty (30) day period, then   Tenant may terminate this Lease by giving Landlord written notice within two   (2) business days after the expiration of such thirty (30) day period. If   Landlord does complete such repair, reconstruction and restoration within   such thirty (30) day period, then this Lease shall continue in full force and   effect. 24.3.As soon as reasonably practicable, but in any event within sixty   (60) days following the date of damage or destruction, Landlord shall notify   Tenant of Landlord’s good faith estimate of the period of time in which the   repairs, reconstruction and restoration will be completed (the “Damage Repair   Estimate”), which estimate shall be based upon the opinion of a contractor   reasonably selected by Landlord and experienced in comparable repair, reconstruction   and restoration of similar buildings. Additionally, Landlord shall give   written notice to Tenant within sixty (60) days following the date of damage   or destruction of its election not to repair, reconstruct or restore the   Building or the Project, as applicable. 24.4.Upon any termination of this   Lease under any of the provisions of this Article, the parties shall be   released thereby without further obligation to the other from the date   possession of the Premises is surrendered to Landlord, except with regard to   (a) items occurring prior to the damage or destruction and (b) provisions of   this Lease that, by their express terms, survive the expiration or earlier   termination hereof. 24.5.In the event of repair, reconstruction and   restoration as provided in this Article, all Rent to be paid by Tenant under   this Lease shall be abated proportionately based on the extent to which   Tenant’s use of the Premises is impaired during the period of such repair,   reconstruction or restoration, unless Landlord provides Tenant with other   space during the period of repair, reconstruction and restoration that, in   Tenant’s reasonable opinion, is suitable for the temporary conduct of   Tenant’s business; provided, however, that the amount of such abatement shall   be reduced by the amount of Rent that is received by Tenant as part of the   business interruption or 41 {A0336717.4 } 


    




 










loss of rental   income with respect to the Premises from the proceeds of business   interruption or loss of rental income insurance. 24.6.Notwithstanding   anything to the contrary contained in this Article, should Landlord be   delayed or prevented from completing the repair, reconstruction or   restoration of the damage or destruction to the Premises after the occurrence   of such damage or destruction by Force Majeure or delays caused by a Tenant   Party, then the time for Landlord to commence or complete repairs,   reconstruction and restoration shall be extended on a day-for-day basis;   provided, however, that at Landlord’s election, Landlord shall be relieved of   its obligation to make such repairs, reconstruction and restoration. 24.7.If   Landlord is obligated to or elects to repair, reconstruct or restore as   herein provided, then Landlord shall be obligated to make such repairs,   reconstruction or restoration only with regard to (a) those portions of the   Premises that were originally provided at Landlord’s expense and (b) the   Common Area portion of the Affected Areas. The repairs, reconstruction or   restoration of improvements not originally provided by Landlord or at   Landlord’s expense shall be the obligation of Tenant. In the event Tenant has   elected to upgrade certain improvements from the Building Standard, Landlord   shall, upon the need for replacement due to an insured loss, provide only the   Building Standard, unless Tenant again elects to upgrade such improvements   and pay any incremental costs related thereto, except to the extent that   excess insurance proceeds, if received, are adequate to provide such   upgrades, in addition to providing for basic repairs, reconstruction and   restoration of the Premises, the Building and the Project.   24.8.Notwithstanding anything to the contrary contained in this Article,   Landlord shall not have any obligation whatsoever to repair, reconstruct or   restore the Premises if the damage resulting from any casualty covered under   this Article occurs during the last twenty-four (24) months of the Term or   any extension thereof, or to the extent that insurance proceeds are not   available therefor. 24.9.Landlord’s obligation, should it elect or be   obligated to repair, reconstruct or restore, shall be limited to the Affected   Areas, and shall be conditioned upon Landlord receiving any permits or   authorizations required by Applicable Laws. Tenant shall, at its expense,   replace or fully repair all of Tenant’s personal property and any Alterations   installed by Tenant existing at the time of such damage or destruction. If   Affected Areas are to be repaired, reconstructed or restored in accordance   with the foregoing, Landlord shall make available to Tenant any portion of   insurance proceeds it receives that are allocable to the Alterations   constructed by Tenant pursuant to this Lease; provided Tenant is not then in   default under this Lease, and subject to the requirements of any Lender of   Landlord. 24.10. This Article sets forth the terms and conditions upon which   this Lease may terminate in the event of any damage or destruction.   Accordingly, the parties hereby waive the provisions of any Applicable Laws   (and any successor statutes) permitting the parties to terminate this Lease   as a result of any damage or destruction. 42 {A0336717.4 } 


    




 










25. Eminent   Domain. 25.1.In the event (a) the whole of all Affected Areas or (b) such   part thereof as shall substantially interfere with Tenant’s use and occupancy   of the Premises for the Permitted Use shall be taken for any public or   quasi-public purpose by any lawful power or authority by exercise of the   right of appropriation, condemnation or eminent domain, or sold to prevent   such taking, Tenant or Landlord may terminate this Lease effective as of the   date possession is required to be surrendered to such authority, except with   regard to (y) items occurring prior to the taking and (z) provisions of this   Lease that, by their express terms, survive the expiration or earlier   termination hereof. 25.2.In the event of a partial taking of (a) the Building   or the Project or (b) drives, walkways or parking areas serving the Building   or the Project for any public or quasi-public purpose by any lawful power or   authority by exercise of right of appropriation, condemnation, or eminent   domain, or sold to prevent such taking, then, without regard to whether any   portion of the Premises occupied by Tenant was so taken, Landlord may elect   to terminate this Lease (except with regard to (y) items occurring prior to   the taking and (z) provisions of this Lease that, by their express terms,   survive the expiration or earlier termination hereof) as of such taking if   such taking is, in Landlord’s sole opinion, of a material nature such as to   make it uneconomical to continue use of the unappropriated portion for   purposes of renting office or laboratory space. 25.3.Tenant shall be entitled   to any award that is specifically awarded as compensation for (a) the taking   of Tenant’s personal property that was installed at Tenant’s expense and (b)   the costs of Tenant moving to a new location. Except as set forth in the   previous sentence, any award for such taking shall be the property of   Landlord. 25.4.If, upon any taking of the nature described in this Article,   this Lease continues in effect, then Landlord shall promptly proceed to   restore the Affected Areas to substantially their same condition prior to   such partial taking. To the extent such restoration is infeasible, as   determined by Landlord in its sole and absolute discretion, the Rent shall be   decreased proportionately to reflect the loss of any portion of the Premises   no longer available to Tenant. 25.5.This Article sets forth the terms and   conditions upon which this Lease may terminate in the event of any damage or   destruction. Accordingly, the parties hereby waive the provisions of any   Applicable Laws (and any successor statutes) permitting the parties to   terminate this Lease as a result of any damage or destruction. 26. Surrender.   26.1.At least thirty (30) days prior to Tenant’s surrender of possession of   any part of the Premises, Tenant shall provide Landlord with a facility   decommissioning and Hazardous Materials closure plan for the Premises (“Exit   Survey”) prepared by an independent third party state-certified professional   with appropriate expertise, which Exit Survey must be reasonably acceptable   to Landlord. The Exit Survey shall comply with the American National   Standards Institute’s Laboratory Decommissioning guidelines (ANSI/AIHA   Z9.11-2008) or any successor standards published by ANSI or any successor   organization (or, if ANSI and its successors no 43 {A0336717.4 } 


    




 










longer exist, a   similar entity publishing similar standards). In addition, at least ten (10)   days prior to Tenant’s surrender of possession of any part of the Premises,   Tenant shall (a) provide Landlord with written evidence of all appropriate   governmental releases obtained by Tenant in accordance with Applicable Laws,   including laws pertaining to the surrender of the Premises, (b) place   Laboratory Equipment Decontamination Forms on all decommissioned equipment to   assure safe occupancy by future users and (c) conduct a site inspection with   Landlord. In addition, Tenant agrees to remain responsible after the   surrender of the Premises for the remediation of any recognized environmental   conditions set forth in the Exit Survey and comply with any recommendations   set forth in the Exit Survey. Tenant’s obligations under this Section shall   survive the expiration or earlier termination of the Lease. 26.2.No surrender   of possession of any part of the Premises shall release Tenant from any of   its obligations hereunder, unless such surrender is accepted in writing by   Landlord. 26.3.The voluntary or other surrender of this Lease by Tenant shall   not effect a merger with Landlord’s fee title or leasehold interest in the   Premises, the Building, the Property or the Project, unless Landlord consents   in writing, and shall, at Landlord’s option, operate as an assignment to   Landlord of any or all subleases. 26.4.The voluntary or other surrender of   any ground or other underlying lease that now exists or may hereafter be   executed affecting the Building or the Project, or a mutual cancellation   thereof or of Landlord’s interest therein by Landlord and its lessor shall   not effect a merger with Landlord’s fee title or leasehold interest in the   Premises, the Building or the Property and shall, at the option of the   successor to Landlord’s interest in the Building or the Project, as   applicable, operate as an assignment of this Lease. 27. Holding Over.   27.1.If, with Landlord’s prior written consent, Tenant holds possession of   all or any part of the Premises after the Term, Tenant shall become a tenant   from day to day for the first thirty (30) days after the expiration or   earlier termination of the Term (the “Initial Holdover Period”), and Tenant   shall become a tenant from month to month after the Initial Holdover Period.   In either such case, Tenant shall continue to pay (a) Base Rent in accordance   with Article 7, as adjusted in accordance with Article 8 (except that Base   Rent shall be paid in equal daily installments, rather than monthly   installments, in advance for each day of the Initial Holdover Period, and (b)   any amounts for which Tenant would otherwise be liable under this Lease if   the Lease were still in effect, including payments for Tenant’s Adjusted   Share of Operating Expenses. Any such day-to-day or month-to-month tenancy   shall be subject to every other term, covenant and agreement contained   herein. 27.2.Notwithstanding the foregoing, if Tenant remains in possession   of the Premises after the expiration or earlier termination of the Term   without Landlord’s prior written consent, (a) Tenant shall become a tenant at   sufferance subject to the terms and conditions of this Lease, except that the   monthly rent shall be equal to one hundred fifty percent (150%) of the rent   in effect during the last thirty (30) days of the Term (which monthly rent   shall be pro-rated on a daily basis during the Initial Holdover Period only),   and (b) Tenant shall be liable to Landlord for 44 {A0336717.4 } 


    




 










any and all   damages suffered by Landlord as a result of such holdover, including any lost   rent or consequential, special and indirect damages (in each case, regardless   of whether such damages are foreseeable). 27.3.Acceptance by Landlord of Rent   after the expiration or earlier termination of the Term shall not result in   an extension, renewal or reinstatement of this Lease. 27.4.The foregoing   provisions of this Article are in addition to and do not affect Landlord’s   right of reentry or any other rights of Landlord hereunder or as otherwise   provided by Applicable Laws. 27.5.The provisions of this Article shall survive   the expiration or earlier termination of this Lease. 28. Indemnification and   Exculpation. 28.1.Tenant agrees to indemnify, compensate, save, defend (at   Landlord’s option and with counsel reasonably acceptable to Landlord) and   hold the Landlord Indemnitees harmless from and against any and all Claims of   any kind or nature, real or alleged, arising from injury to or death of any   person or damage to any property occurring within or about the Premises, the   Building, the Property or the Project, arising directly or indirectly out of   (a) the presence at or use or occupancy of the Premises or Project by a   Tenant Party, (b) an act or omission on the part of any Tenant Party, (c) a   breach or default by Tenant in the performance of any of its obligations   hereunder or (d) injury to or death of persons or damage to or loss of any   property, real or alleged, arising from the serving of alcoholic beverages at   the Premises or Project by any Tenant Party, including liability under any   dram shop law, host liquor law or similar Applicable Law, except to the   extent directly caused by Landlord’s negligence or willful misconduct.   Tenant’s obligations under this Section shall not be affected, reduced or   limited by any limitation on the amount or type of damages, compensation or benefits   payable by or for Tenant under workers’ compensation acts, disability benefit   acts, employee benefit acts or similar legislation. Tenant’s obligations   under this Section shall survive the expiration or earlier termination of   this Lease. Subject to Section 23.6, 28.2 and 31.12, and any subrogation   provisions contained in the Work Letter, Landlord agrees to indemnify, save,   defend (at Tenant’s option and with counsel reasonably acceptable to Tenant)   and hold the Tenant Parties harmless from and against any and all Claims   arising from injury to or death of any person or damage to or loss of any   physical property occurring within or about the Premises, the Building, the   Property or the Project to the extent directly arising out of Landlord’s   gross negligence or willful misconduct. 28.2.Notwithstanding anything in this   Lease to the contrary, Landlord shall not be liable to Tenant for and Tenant   assumes all risk of (a) damage or losses caused by fire, electrical   malfunction, gas explosion or water damage of any type (including broken   water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages   of lines), unless any such loss is due to Landlord’s willful disregard of   written notice by Tenant of need for a repair that Landlord is responsible to   make for an unreasonable period of time, and (b) damage to personal property   or scientific research, including loss of records kept by Tenant within the   Premises (in each case, regardless of whether such damages are foreseeable).   Tenant further waives any claim for injury 45 {A0336717.4 } 


    




 










to Tenant’s   business or loss of income relating to any such damage or destruction of   personal property as described in this Section. Notwithstanding anything in   the foregoing or this Lease to the contrary, except (x) as otherwise provided   herein (including Section 27.2), (y) as may be provided by Applicable Laws or   (z) in the event of Tenant’s breach of Article 21 or Section 26.1, in no   event shall Landlord or Tenant be liable to the other for any consequential,   special or indirect damages arising out of this Lease, including lost profits   (provided that this Subsection 28.2(z) shall not limit Tenant’s liability for   Base Rent or Additional Rent pursuant to this Lease). 28.3.Landlord shall not   be liable for any damages arising from any act, omission or neglect of any   other tenant in the Building or the Project, or of any other third party.   28.4.Tenant acknowledges that security devices and services, if any, while   intended to deter crime, may not in given instances prevent theft or other   criminal acts. Landlord shall not be liable for injuries or losses caused by   criminal acts of third parties, and Tenant assumes the risk that any security   device or service may malfunction or otherwise be circumvented by a criminal.   If Tenant desires protection against such criminal acts, then Tenant shall,   at Tenant’s sole cost and expense, obtain appropriate insurance coverage.   Tenant’s security programs and equipment for the Premises shall be   coordinated with Landlord and subject to Landlord’s reasonable approval.   28.5.The provisions of this Article shall survive the expiration or earlier   termination of this Lease. 29. Assignment or Subletting. 29.1.Except as   hereinafter expressly permitted, none of the following (each, a “Transfer”),   either voluntarily or by operation of Applicable Laws, shall be directly or   indirectly performed without Landlord’s prior written consent, which consent   shall not be unreasonably withheld, conditioned or delayed: (a) Tenant   selling, hypothecating, assigning, pledging, encumbering or otherwise   transferring this Lease or subletting the Premises, including without   limitation, to a Third Rock Ventures portfolio company or (b) a controlling   interest in Tenant being sold, assigned or otherwise transferred (other than   as a result of shares in Tenant being sold on a public stock exchange). For   purposes of the preceding sentence, “control” means (a) owning (directly or   indirectly) more than fifty percent (50%) of the stock or other equity   interests of another person or (b) possessing, directly or indirectly, the   power to direct or cause the direction of the management and policies of such   person. Notwithstanding the foregoing, Tenant shall have the right to   Transfer, without Landlord’s prior written consent, Tenant’s interest in this   Lease or the Premises or any part thereof to (i) any person that as of the   date of determination and at all times thereafter directly, or indirectly   through one or more intermediaries, controls, is controlled by or is under   common control with Tenant (“Tenant’s Affiliate”) or (ii) any person or any   entity with which Tenant is merged or to which all or substantially all of   Tenant’s assets or all or substantially all of the ownership interests in   Tenant are sold; provided that (in each instance under the foregoing clauses   (i) and (ii)) Tenant shall notify Landlord in writing at least fifteen (15)   days prior to the effectiveness of such Transfer (an “Exempt Transfer”) and   otherwise comply with the requirements of this Lease regarding such Transfer;   and provided, further, that the person that will be the tenant under this   Lease after the Exempt Transfer has a 46 {A0336717.4 } 


    




 










net worth (as   of both the day immediately prior to and the day immediately after the Exempt   Transfer) that is equal to or greater than the net worth (as of both the   Execution Date and the date of the Exempt Transfer) of the transferring   Tenant. For purposes of the immediately preceding sentence, “control”   requires both (a) owning (directly or indirectly) more than fifty percent   (50%) of the stock or other equity interests of another person and (b)   possessing, directly or indirectly, the power to direct or cause the   direction of the management and policies of such person. In no event shall   Tenant perform a Transfer (excluding an Exempt Transfer) to or with an entity   that is a tenant at the Project or the Neighboring Property located at 21   Erie Street, Cambridge, Massachusetts (“21 Erie Street”) or 270 Albany   Street, Cambridge, Massachusetts (“270 Albany Street”) or that, to the   knowledge of Tenant’s executive officers as may be informed by Tenant’s   representatives or Landlord, is in discussions or negotiations with Landlord   or an affiliate of Landlord to lease premises at the Project, 21 Erie Street   or 270 Albany Street. Notwithstanding anything in this Lease to the contrary,   if (a) Tenant or any proposed transferee, assignee or sublessee of Tenant has   been required by any prior landlord, Lender or Governmental Authority to take   material remedial action in connection with Hazardous Materials contaminating   a property if the contamination resulted from such party’s action or omission   or use of the property in question or (b) Tenant or any proposed transferee,   assignee or sublessee is subject to a material enforcement order issued by   any Governmental Authority in connection with the use, disposal or storage of   Hazardous Materials, then Landlord shall have the right to terminate this   Lease in Landlord’s sole and absolute discretion (with respect to any such   matter involving Tenant), and it shall not be unreasonable for Landlord to   withhold its consent to any proposed transfer, assignment or subletting (with   respect to any such matter involving a proposed transferee, assignee or   sublessee). 29.2.In the event Tenant desires to effect a Transfer, then, at   least thirty (30) but not more than ninety (90) days prior to the date when   Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant   shall provide written notice to Landlord (the “Transfer Notice”) containing   information (including references) concerning the character of the proposed   transferee, assignee or sublessee; the Transfer Date; the most recent   unconsolidated financial statements of Tenant and of the proposed transferee,   assignee or sublessee satisfying the requirements of Section 40.2 (“Required   Financials”); any ownership or commercial relationship between Tenant and the   proposed transferee, assignee or sublessee; and the consideration and all   other material terms and conditions of the proposed Transfer, all in such   detail as Landlord shall reasonably require. 29.3.Landlord, in determining   whether consent should be given to a proposed Transfer, may give   consideration to (a) the financial strength of Tenant and of such transferee,   assignee or sublessee (notwithstanding Tenant remaining liable for Tenant’s   performance), (b) any change in use that such transferee, assignee or   sublessee proposes to make in the use of the Premises and (c) Landlord’s   desire to exercise its rights under Section 29.7 to cancel this Lease if   applicable. In no event shall Landlord be deemed to be unreasonable for   declining to consent to a Transfer to a transferee, assignee or sublessee of   poor reputation, lacking financial qualifications or seeking a change in the   Permitted Use, or jeopardizing directly or indirectly the status of Landlord   or any of Landlord’s affiliates as a Real Estate Investment Trust under the   Internal Revenue Code of 1986 (as the same may be amended from time to time,   the “Revenue Code”). Notwithstanding anything contained in this Lease to the   contrary, (w) no Transfer shall be consummated on any 47 {A0336717.4 } 


    




 






 



basis such that   the rental or other amounts to be paid by the occupant, assignee, manager or   other transferee thereunder would be based, in whole or in part, on the   income or profits derived by the business activities of such occupant,   assignee, manager or other transferee; (x) Tenant shall not furnish or render   any services to an occupant, assignee, manager or other transferee with   respect to whom transfer consideration is required to be paid, or manage or   operate the Premises or any capital additions so transferred, with respect to   which transfer consideration is being paid; (y) Tenant shall not consummate a   Transfer with any person in which Landlord owns an interest, directly or   indirectly (by applying constructive ownership rules set forth in Section   856(d)(5) of the Revenue Code); and (z) Tenant shall not consummate a   Transfer with any person or in any manner that could cause any portion of the   amounts received by Landlord pursuant to this Lease or any sublease, license   or other arrangement for the right to use, occupy or possess any portion of   the Premises to fail to qualify as “rents from real property” within the   meaning of Section 856(d) of the Revenue Code, or any similar or successor   provision thereto or which could cause any other income of Landlord to fail   to qualify as income described in Section 856(c)(2) of the Revenue Code.   29.4.The following are conditions precedent to a Transfer or to Landlord   considering a request by Tenant to a Transfer: (a) Tenant shall remain fully   liable under this Lease (except in the event Tenant is no longer in   existence). Tenant agrees that it shall not be (and shall not be deemed to   be) a guarantor or surety of this Lease, however, and waives its right to   claim that is it is a guarantor or surety or to raise in any legal proceeding   any guarantor or surety defenses permitted by this Lease or by Applicable   Laws; (b) If Tenant or the proposed transferee, assignee or sublessee does   not or cannot deliver the Required Financials, then Landlord may elect to   have either Tenant’s ultimate parent company or the proposed transferee’s,   assignee’s or sublessee’s ultimate parent company provide a guaranty of the   applicable entity’s obligations under this Lease, in a form acceptable to   Landlord, which guaranty shall be executed and delivered to Landlord by the   applicable guarantor prior to the Transfer Date; (c) In the case of an Exempt   Transfer, Tenant shall provide Landlord with evidence reasonably satisfactory   to Landlord that the Transfer qualifies as an Exempt Transfer; (d) Tenant   shall provide Landlord with evidence reasonably satisfactory to Landlord that   the value of Landlord’s interest under this Lease shall not be diminished or   reduced by the proposed Transfer. Such evidence shall include evidence   respecting the relevant business experience and financial responsibility and   status of the proposed transferee, assignee or sublessee; (e) Tenant shall   reimburse Landlord for Landlord’s actual costs and expenses, including   reasonable attorneys’ fees, charges and disbursements incurred in connection   with the review, processing and documentation of such request, Landlord shall   use reasonable efforts to notify Tenant in writing if said costs and expenses   exceed Five Thousand Dollars ($5,000.00) in 48 {A0336717.4 } 


    




 










any one   instance, provided, however, that Landlord’s failure to so notify Tenant   shall not relieve Tenant of liability for reimbursement as provided above;   (f) Except with respect to an Exempt Transfer, if Tenant’s transfer of rights   or sharing of the Premises provides for the receipt by, on behalf of or on   account of Tenant of any consideration of any kind whatsoever (including a   premium rental for a sublease or lump sum payment for an assignment, but   excluding Tenant’s costs in marketing and subleasing the Premises) in excess   of the rental and other charges due to Landlord under this Lease, Tenant   shall pay fifty percent (50%) of all of such excess to Landlord, after making   deductions for all of the costs associated with such subleasing, including   but not limited to, any reasonable marketing expenses, tenant improvement   funds expended by Tenant, alterations, cash concessions, brokerage   commissions, attorneys’ fees, and unamortized costs of any initial   improvements made by Tenant in excess of the TI Allowance and free rent   actually paid by Tenant. If such consideration consists of cash paid to   Tenant, payment to Landlord shall be made upon receipt by Tenant of such cash   payment; (g) The proposed transferee, assignee or sublessee shall agree that,   in the event Landlord gives such proposed transferee, assignee or sublessee   notice that Tenant is in default under this Lease, such proposed transferee,   assignee or sublessee shall thereafter make all payments otherwise due Tenant   directly to Landlord, which payments shall be received by Landlord without   any liability being incurred by Landlord, except to credit such payment   against those due by Tenant under this Lease, and any such proposed   transferee, assignee or sublessee shall agree to attorn to Landlord or its   successors and assigns should this Lease be terminated for any reason;   provided, however, that in no event shall Landlord or its Lenders, successors   or assigns be obligated to accept such attornment; (h) Landlord’s consent to   any such Transfer shall be effected on Landlord’s forms; (i) Tenant shall not   then be in default hereunder in any respect; (j) Such proposed transferee,   assignee or sublessee’s use of the Premises shall be limited to the Permitted   Use; (k) Landlord shall not be bound by any provision of any agreement   pertaining to the Transfer, except for Landlord’s written consent to the   same; (l) Tenant shall pay all transfer and other taxes (including interest   and penalties) assessed or payable for any Transfer; (m) Landlord’s consent   (or waiver of its rights) for any Transfer shall not waive Landlord’s right   to consent or refuse consent to any later Transfer; (n) Tenant shall deliver   to Landlord one executed copy of any and all written instruments evidencing   or relating to the Transfer; and 49 {A0336717.4 } 


    




 










(o) Tenant   shall deliver to Landlord a list of Hazardous Materials (as defined below),   certified by the proposed transferee, assignee or sublessee to be true and   correct, that the proposed transferee, assignee or sublessee intends to use   or store in the Premises. Additionally, Tenant shall deliver to Landlord, on   or before the date any proposed transferee, assignee or sublessee takes   occupancy of the Premises, all of the items relating to Hazardous Materials of   such proposed transferee, assignee or sublessee as described in Section 21.2.   29.5.Any Transfer that is not in compliance with the provisions of this   Article or with respect to which Tenant does not fulfill its obligations   pursuant to this Article shall be void and shall, at the option of Landlord,   terminate this Lease. 29.6.Notwithstanding any Transfer, Tenant shall remain   fully and primarily liable for the payment of all Rent and other sums due or   to become due hereunder, and for the full performance of all other terms,   conditions and covenants to be kept and performed by Tenant. The acceptance   of Rent or any other sum due hereunder, or the acceptance of performance of   any other term, covenant or condition thereof, from any person or entity   other than Tenant shall not be deemed a waiver of any of the provisions of   this Lease or a consent to any Transfer. 29.7.If Tenant delivers to Landlord   a Transfer Notice indicating a desire to transfer this Lease to a proposed   transferee or assignee or to sublease forty percent (40%) or more of the   Premises to a sublessee, then Landlord shall have the option, exercisable by   giving notice to Tenant at any time within ten (10) days after Landlord’s   receipt of such Transfer Notice, to terminate this Lease as of the date specified   in the Transfer Notice as the Transfer Date, except for those provisions   that, by their express terms, survive the expiration or earlier termination   hereof. If Landlord exercises such option, then Tenant shall have the right   to withdraw such Transfer Notice by delivering to Landlord written notice of   such election within five (5) days after Landlord’s delivery of notice   electing to exercise Landlord’s option to terminate this Lease. In the event   Tenant withdraws the Transfer Notice as provided in this Section, this Lease   shall continue in full force and effect. No failure of Landlord to exercise   its option to terminate this Lease shall be deemed to be Landlord’s consent   to a proposed Transfer. 29.8.If Tenant sublets the Premises or any portion   thereof, Tenant hereby immediately and irrevocably assigns to Landlord, as   security for Tenant’s obligations under this Lease, all rent from any such   subletting, and appoints Landlord as assignee and attorney-in-fact for   Tenant, and Landlord (or a receiver for Tenant appointed on Landlord’s   application) may collect such rent and apply it toward Tenant’s obligations   under this Lease; provided that, until the occurrence of a Default (as   defined below) by Tenant, Tenant shall have the right to collect such rent. 30.   Subordination and Attornment. 30.1.This Lease shall be subject and   subordinate to the lien of any mortgage, deed of trust, or lease in which   Landlord is tenant now or hereafter in force against the Building or the   Project and to all advances made or hereafter to be made upon the security   thereof without the necessity of the execution and delivery of any further   instruments on the part of Tenant to effectuate such subordination. 50   {A0336717.4 } 


    




 










30.2.Notwithstanding   the foregoing, Tenant shall execute and deliver upon demand such further   instrument or instruments evidencing such subordination of this Lease to the   lien of any such mortgage or mortgages or deeds of trust or lease in which   Landlord is tenant as may be required by Landlord. If any such mortgagee,   beneficiary or landlord under a lease wherein Landlord is tenant (each, a   “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to   any such lease, mortgage, or deed of trust upon or including the Premises regardless   of date and Tenant shall execute a statement in writing to such effect at   Landlord’s request. If Tenant fails to execute any document required from   Tenant under this Section within ten (10) days after written request   therefor, it shall be a default hereunder, subject to applicable notice and   cure periods. Landlord shall use commercially reasonable efforts to obtain a   subordination and attornment agreement from any future Mortgagee on such   Mortgagee’s customary form, and Landlord shall use reasonable efforts to have   such form modified by Tenant’s commercially reasonable comments. 30.3.Upon   written request of Landlord and opportunity for Tenant to review, Tenant   agrees to execute any Lease amendments not materially altering the terms of   this Lease, if required by a Mortgagee incident to the financing of the real   property of which the Premises constitute a part. 30.4.In the event any   proceedings are brought for foreclosure, or in the event of the exercise of   the power of sale under any mortgage or deed of trust made by Landlord   covering the Premises, Tenant shall at the election of the purchaser at such   foreclosure or sale attorn to the purchaser upon any such foreclosure or sale   and recognize such purchaser as Landlord under this Lease. 31. Defaults and Remedies.   31.1.Late payment by Tenant to Landlord of Rent and other sums due shall   cause Landlord to incur costs not contemplated by this Lease, the exact   amount of which shall be extremely difficult and impracticable to ascertain.   Such costs include processing and accounting charges and late charges that   may be imposed on Landlord by the terms of any mortgage or trust deed   covering the Premises. Therefore, if any installment of Rent due from Tenant   is not received by Landlord within three (3) business days after the date   such payment is due, Tenant shall pay to Landlord (a) an additional sum of   five percent (5%) of the overdue Rent as a late charge plus (b) interest at   an annual rate (the “Default Rate”) equal to the lesser of (a) twelve percent   (12%) and (b) the highest rate permitted by Applicable Laws. The parties   agree that this late charge represents a fair and reasonable estimate of the   costs that Landlord shall incur by reason of late payment by Tenant and shall   be payable as Additional Rent to Landlord due with the next installment of   Rent or within five (5) business days after Landlord’s demand, whichever is   earlier. Landlord’s acceptance of any Additional Rent (including a late   charge or any other amount hereunder) shall not be deemed an extension of the   date that Rent is due or prevent Landlord from pursuing any other rights or   remedies under this Lease, at law or in equity. 31.2.No payment by Tenant or   receipt by Landlord of a lesser amount than the Rent payment herein   stipulated shall be deemed to be other than on account of the Rent, nor shall   any endorsement or statement on any check or any letter accompanying any   check or payment as Rent 51 {A0336717.4 } 


    




 










be deemed an   accord and satisfaction, and Landlord may accept such check or payment   without prejudice to Landlord’s right to recover the balance of such Rent or   pursue any other remedy provided in this Lease or in equity or at law. If a   dispute shall arise as to any amount or sum of money to be paid by Tenant to   Landlord hereunder, Tenant shall have the right to make payment “under   protest,” such payment shall not be regarded as a voluntary payment, and   there shall survive the right on the part of Tenant to institute suit for   recovery of the payment paid under protest. 31.3.If Tenant fails to pay any   sum of money required to be paid by it hereunder or perform any other act on   its part to be performed hereunder, in each case within the applicable cure   period (if any) described in Section 31.4, then Landlord may (but shall not   be obligated to), without waiving or releasing Tenant from any obligations of   Tenant, make such payment or perform such act; provided that such failure by   Tenant unreasonably interfered with the use of the Building or the Project by   any other tenant or with the efficient operation of the Building or the   Project, or resulted or could have resulted in a violation of Applicable Laws   or the cancellation of an insurance policy maintained by Landlord.   Notwithstanding the foregoing, in the event of an emergency, Landlord shall   have the right to enter the Premises and act in accordance with its rights as   provided elsewhere in this Lease. In addition to the late charge described in   Section 31.1, Tenant shall pay to Landlord as Additional Rent all sums so   paid or incurred by Landlord, together with interest at the Default Rate,   computed from the date such sums were paid or incurred. 31.4.The occurrence   of any one or more of the following events shall constitute a “Default”   hereunder by Tenant: (a) Tenant abandons the Premises or fails to operate in   accordance with Section 12.12 for a period of forty-five (45) consecutive   days or longer; (b) Tenant fails to make any payment of Rent, as and when   due, or to satisfy its obligations under Article 19, where such failure shall   continue for a period of three (3) business days after written notice thereof   from Landlord to Tenant; (c) Tenant fails to observe or perform any   obligation or covenant contained herein (other than described in Sections   31.4(a) and 31.4(b)) to be performed by Tenant, where such failure continues   for a period of thirty (30) days after written notice thereof from Landlord   to Tenant; provided that, if the nature of Tenant’s default is such that it   reasonably requires more than thirty (30) days to cure, Tenant shall not be   deemed to be in Default if Tenant commences such cure within such thirty (30)   day period and thereafter diligently prosecutes the same to completion; and   provided, further, that such cure is completed no later than sixty (60) days   after Tenant’s receipt of written notice from Landlord; (d) Tenant makes an   assignment for the benefit of creditors; (e) A receiver, trustee or custodian   is appointed to or does take title, possession or control of all or   substantially all of Tenant’s assets; 52 {A0336717.4 } 


    




 










(f)Tenant files   a voluntary petition under the United States Bankruptcy Code or any successor   statute (as the same may be amended from time to time, the “Bankruptcy Code”)   or an order for relief is entered against Tenant pursuant to a voluntary or   involuntary proceeding commenced under any chapter of the Bankruptcy Code;   (g) Any involuntary petition is filed against Tenant under any chapter of the   Bankruptcy Code and is not dismissed within one hundred twenty (120) days; (h)   Tenant fails to deliver an estoppel certificate in accordance with Article   20; or (i) A default exists under that certain Space License Agreement dated   as of the date hereof, by and between Landlord and Tenant, after the   expiration of any applicable notice and cure periods; (j) Tenant’s interest   in this Lease is attached, executed upon or otherwise judicially seized and   such action is not released within one hundred twenty (120) days of the   action. Notices given under this Section shall specify the alleged default   and shall demand that Tenant perform the provisions of this Lease or pay the   Rent that is in arrears, as the case may be, within the applicable period of   time, or quit the Premises. No such notice shall be deemed a forfeiture or a   termination of this Lease unless Landlord elects otherwise in such notice.   31.5.In the event of a Default by Tenant, and at any time thereafter, with or   without notice or demand and without limiting Landlord in the exercise of any   right or remedy that Landlord may have, Landlord has the right to do any or   all of the following: (a) Halt any Tenant Improvements or Landlord’s Work and   Alterations and order Tenant’s contractors, subcontractors, consultants,   designers and material suppliers to stop work; (b) Terminate Tenant’s right   to possession of the Premises by written notice to Tenant or by any lawful   means, in which case Tenant shall immediately surrender possession of the   Premises to Landlord. In such event, Landlord shall have the immediate right   to re-enter and remove all persons and property, and such property may be   removed and stored in a public warehouse or elsewhere at the cost and for the   account of Tenant, all without service of notice or resort to legal process   and without being deemed guilty of trespass or becoming liable for any loss   or damage that may be occasioned thereby; and (i)Terminate this Lease, in   which event Tenant shall immediately surrender possession of the Premises to   Landlord. In such event, Landlord shall have the immediate right to re-enter and   remove all persons and property, and such property may be removed and stored   in a public warehouse or elsewhere at the cost and for the account of Tenant,   all without service of notice or resort to legal process and without being   deemed guilty of trespass or becoming liable for any loss or damage that may   be occasioned thereby. In the event that Landlord shall elect to so terminate   this Lease, then Landlord shall be entitled to recover 53 {A0336717.4 } 


    




 










from Tenant all   damages incurred by Landlord by reason of Tenant’s default, including the sum   of: (A) The worth at the time of award of any unpaid Rent that had accrued at   the time of such termination; plus (B) The costs of restoring the Premises to   the condition required under the terms of this Lease; plus (C) An amount (the   “Election Amount”) equal to either (i) the positive difference (if any, and   measured at the time of such termination) between (1) the then-present value   of the total Rent and other benefits that would have accrued to Landlord   under this Lease for the remainder of the Term if Tenant had fully complied   with the Lease minus (2) the then-present cash rental value of the Premises   as determined by Landlord for what would be the then-unexpired Term if the   Lease remained in effect, computed using the discount rate of the Federal   Reserve Bank of San Francisco at the time of the award plus one (1)   percentage point (the “Discount Rate”) or (ii) twelve (12) months (or such   lesser number of months as may then be remaining in the Term) of Base Rent   and Additional Rent at the rate last payable by Tenant pursuant to this   Lease, in either case as Landlord specifies in such election. Landlord and   Tenant agree that the Election Amount represents a reasonable forecast of the   minimum damages expected to occur in the event of a breach, taking into   account the uncertainty, time and cost of determining elements relevant to   actual damages, such as fair market rent, time and costs that may be required   to re-lease the Premises, and other factors; and that the Election Amount is   not a penalty. As used in Section 31.5(c)(i), “worth at the time of award”   shall be computed by allowing interest at the Default Rate. 31.6.In addition   to any other remedies available to Landlord at law or in equity and under   this Lease (other than Section 31.5(c)(i)), Landlord may continue this Lease   in effect after Tenant’s Default or abandonment and recover Rent as it   becomes due. In addition, Landlord shall not be liable in any way whatsoever   for its failure or refusal to relet the Premises unless or to the extent   required by Applicable Law. For purposes of this Section, the following acts   by Landlord will not constitute the termination of Tenant’s right to   possession of the Premises: (a) Acts of maintenance or preservation or   efforts to relet the Premises, including alterations, remodeling,   redecorating, repairs, replacements or painting as Landlord shall consider   advisable for the purpose of reletting the Premises or any part thereof; or   (b) The appointment of a receiver upon the initiative of Landlord to protect   Landlord’s interest under this Lease or in the Premises. Notwithstanding the   foregoing, in the event of a Default by Tenant, Landlord may elect at any   time to terminate this Lease and to recover damages to which Landlord is   entitled. 31.7.If Landlord does not elect to terminate this Lease as provided   in Section 31.5, then Landlord may, from time to time, recover all Rent as it   becomes due under this Lease. At any 54 {A0336717.4 } 


    




 










time thereafter,   Landlord may elect to terminate this Lease and to recover damages to which   Landlord is entitled. 31.8.In the event Landlord elects to terminate this   Lease and relet the Premises, Landlord may execute any new lease in its own   name. Tenant hereunder shall have no right or authority whatsoever to collect   any Rent from such tenant. The proceeds of any such reletting shall be   applied as follows: (a) First, to the payment of any indebtedness other than   Rent due hereunder from Tenant to Landlord, including storage charges or   brokerage commissions owing from Tenant to Landlord as the result of such   reletting; (b) Second, to the payment of the costs and expenses of reletting   the Premises, including (i) alterations and repairs that Landlord deems   reasonably necessary and advisable and (ii) reasonable attorneys’ fees,   charges and disbursements incurred by Landlord in connection with the   retaking of the Premises and such reletting; (c) Third, to the payment of   Rent and other charges due and unpaid hereunder; and (d) Fourth, to the   payment of future Rent and other damages payable by Tenant under this Lease.   31.9.All of Landlord’s rights, options and remedies hereunder shall be   construed and held to be nonexclusive and cumulative. Landlord shall have the   right to pursue any one or all of such remedies, or any other remedy or   relief that may be provided by Applicable Laws, whether or not stated in this   Lease. No waiver of any default of Tenant hereunder shall be implied from any   acceptance by Landlord of any Rent or other payments due hereunder or any   omission by Landlord to take any action on account of such default if such   default persists or is repeated, and no express waiver shall affect defaults   other than as specified in such waiver. Notwithstanding any provision of this   Lease to the contrary, in no event shall Landlord be required to mitigate its   damages with respect to any default by Tenant unless or to the extent   required by Applicable Law. Any obligation imposed by Applicable Law upon   Landlord to relet the Premises after any termination of this Lease shall be   subject to the reasonable requirements of Landlord to (a) lease to high   quality tenants on such terms as Landlord may from time to time deem   appropriate in its discretion and (b) develop the Project in a harmonious   manner with a mix of uses, tenants, floor areas, terms of tenancies, etc., as   determined by Landlord. Landlord shall not be obligated to relet the Premises   to (y) any Tenant’s Affiliate or (z) any party (i) unacceptable to a Lender,   (ii) that requires Landlord to make improvements to or re-demise the   Premises, (iii) that desires to change the Permitted Use, (iv) that desires   to lease the Premises for more or less than the remaining Term or (v) to whom   Landlord or an affiliate of Landlord may desire to lease other available   space in the Project or at another property owned by Landlord or an affiliate   of Landlord. 31.10. Landlord’s termination of (a) this Lease or (b) Tenant’s   right to possession of the Premises shall not relieve Tenant of any liability   to Landlord that has previously accrued or that 55 {A0336717.4 } 


    




 










shall arise   based upon events that occurred prior to the later to occur of (y) the date   of Lease termination and (z) the date Tenant surrenders possession of the   Premises. 31.11. To the extent permitted by Applicable Laws, Tenant waives   any and all rights of redemption granted by or under any present or future   Applicable Laws if Tenant is evicted or dispossessed for any cause, or if   Landlord obtains possession of the Premises due to Tenant’s default hereunder   or otherwise. 31.12. Landlord shall not be in default or liable for damages   under this Lease unless Landlord fails to perform obligations required of   Landlord within a reasonable time, but in no event shall such failure   continue for more than thirty (30) days after written notice from Tenant   specifying the nature of Landlord’s failure; provided, however, that if the   nature of Landlord’s obligation is such that more than thirty (30) days are   required for its performance, then Landlord shall not be in default if   Landlord commences performance within such thirty (30) day period and   thereafter diligently prosecutes the same to completion. In no event shall   Tenant have the right to terminate or cancel this Lease or to withhold or   abate rent or to set off any Claims against Rent as a result of any default   or breach by Landlord of any of its covenants, obligations, representations,   warranties or promises hereunder, except as may otherwise be expressly set   forth in this Lease. 31.13. In the event of any default by Landlord, Tenant   shall give notice by registered or certified mail or overnight delivery with   a reputable overnight delivery service to any (a) beneficiary of a deed of   trust or (b) mortgagee under a mortgage covering the Premises, the Building   or the Project and to any landlord of any lease of land upon or within which   the Premises, the Building or the Project is located, and shall offer such   beneficiary, mortgagee or landlord a reasonable opportunity to cure the   default, including time to obtain possession of the Building or the Project   by power of sale or a judicial action if such should prove necessary to   effect a cure; provided that Landlord shall furnish to Tenant in writing, the   names and addresses of all such persons who are to receive such notices and   any updates thereto throughout the Term of this Lease. 32. Bankruptcy. In the   event a debtor, trustee or debtor in possession under the Bankruptcy Code, or   another person with similar rights, duties and powers under any other   Applicable Laws, proposes to cure any default under this Lease or to assume or   assign this Lease and is obliged to provide adequate assurance to Landlord   that (a) a default shall be cured, (b) Landlord shall be compensated for its   damages arising from any breach of this Lease and (c) future performance of   Tenant’s obligations under this Lease shall occur, then such adequate   assurances shall include any or all of the following, as designated by   Landlord in its sole and absolute discretion: 32.1.Those acts specified in   the Bankruptcy Code or other Applicable Laws as included within the meaning   of “adequate assurance,” even if this Lease does not concern a shopping   center or other facility described in such Applicable Laws; 32.2.A prompt   cash payment to compensate Landlord for any monetary defaults or actual   damages arising directly from a breach of this Lease; 56 {A0336717.4 } 


    




 










32.3.A cash   deposit in an amount at least equal to the then-current amount of the   Security Deposit; or 32.4.The assumption or assignment of all of Tenant’s   interest and obligations under this Lease. 33. Brokers. 33.1.Tenant   represents and warrants that it has had no dealings with any real estate   broker or agent in connection with the negotiation of this Lease other than   Transwestern RBJ (“Broker”), and that it knows of no other real estate broker   or agent that is or might be entitled to a commission in connection with this   Lease. Landlord shall compensate Broker in relation to this Lease pursuant to   a separate agreement between Landlord and Broker. 33.2.Tenant represents and   warrants that no broker or agent has made any representation or warranty   relied upon by Tenant in Tenant’s decision to enter into this Lease, other   than as contained in this Lease. 33.3.Tenant acknowledges and agrees that the   employment of brokers by Landlord is for the purpose of solicitation of   offers of leases from prospective tenants and that no authority is granted to   any broker to furnish any representation (written or oral) or warranty from   Landlord unless expressly contained within this Lease. Landlord is executing   this Lease in reliance upon Tenant’s representations, warranties and   agreements contained within Sections 33.1 and 33.2. 33.4.Tenant agrees to   indemnify, save, defend (at Landlord’s option and with counsel reasonably   acceptable to Landlord) and hold the Landlord Indemnitees harmless from any   and all cost or liability for compensation claimed by any broker or agent,   other than Broker, employed or engaged by Tenant or claiming to have been   employed or engaged by Tenant. Landlord agrees to indemnify, save, defend (at   Tenant’s option and with counsel reasonably acceptable to Tenant) and hold   the Tenant harmless from any and all cost or liability for compensation   claimed by any broker or agent employed or engaged by Landlord or claiming to   have been employed or engaged by Landlord. 34. Definition of Landlord. With   regard to obligations imposed upon Landlord pursuant to this Lease, the term   “Landlord,” as used in this Lease, shall refer only to Landlord or Landlord’s   then-current successor-in-interest. In the event of any transfer, assignment   or conveyance of Landlord’s interest in this Lease or in Landlord’s fee title   to or leasehold interest in the Property, as applicable, Landlord herein   named (and in case of any subsequent transfers or conveyances, the subsequent   Landlord) shall be automatically freed and relieved, from and after the date   of such transfer, assignment or conveyance, from all liability for the   performance of any covenants or obligations contained in this Lease   thereafter to be performed by Landlord and, without further agreement, the   transferee, assignee or conveyee of Landlord’s in this Lease or in Landlord’s   fee title to or leasehold interest in the Property, as applicable, shall be   deemed to have assumed and agreed to observe and perform any and all   covenants and obligations of Landlord hereunder during the tenure of its   interest in the Lease or the Property. Landlord or any subsequent Landlord   may transfer its interest in the Premises or this Lease without Tenant’s   consent; 57 {A0336717.4 } 


    




 






 



provided,   however, Landlord shall notify Tenant of any such transfer and include   contact information and payment information for such transferee. Subject to   the provisions of Article 11 hereof, Tenant shall not be liable, nor shall   Tenant be deemed in default, for any Rent or Security Deposit paid to   Landlord and not transferred or credited to Landlord’s transferee. 35.   Limitation of Landlord’s Liability. 35.1.If Landlord is in default under this   Lease and, as a consequence, Tenant recovers a monetary judgment against   Landlord, the judgment shall be satisfied only out of (a) the proceeds of   sale received on execution of the judgment and levy against the right, title   and interest of Landlord in the Building and the Project, (b) rent or other   income from such real property receivable by Landlord or (c) the   consideration received by Landlord from the sale, financing, refinancing or   other disposition of all or any part of Landlord’s right, title or interest   in the Building or the Project. 35.2.Neither Landlord nor any of its   affiliates, nor any of their respective partners, shareholders, directors,   officers, employees, members or agents shall be personally liable for   Landlord’s obligations or any deficiency under this Lease, and service of   process shall not be made against any shareholder, director, officer,   employee or agent of Landlord or any of Landlord’s affiliates. No partner,   shareholder, director, officer, employee, member or agent of Landlord or any   of its affiliates shall be sued or named as a party in any suit or action,   and service of process shall not be made against any partner or member of   Landlord except as may be necessary to secure jurisdiction of the   partnership, joint venture or limited liability company, as applicable. No   partner, shareholder, director, officer, employee, member or agent of   Landlord or any of its affiliates shall be required to answer or otherwise   plead to any service of process, and no judgment shall be taken or writ of   execution levied against any partner, shareholder, director, officer,   employee, member or agent of Landlord or any of its affiliates. 35.3.Each of   the covenants and agreements of this Article shall be applicable to any   covenant or agreement either expressly contained in this Lease or imposed by   Applicable Laws and shall survive the expiration or earlier termination of   this Lease. 36. Joint and Several Obligations. If more than one person or   entity executes this Lease as Tenant, then: 36.1.Each of them is jointly and   severally liable for the keeping, observing and performing of all of the   terms, covenants, conditions, provisions and agreements of this Lease to be   kept, observed or performed by Tenant, and such terms, covenants, conditions,   provisions and agreements shall be binding with the same force and effect upon   each and all of the persons executing this Agreement as Tenant; and 36.2.The   term “Tenant,” as used in this Lease, shall mean and include each of them,   jointly and severally. The act of, notice from, notice to, refund to, or   signature of any one or more of them with respect to the tenancy under this   Lease, including any renewal, extension, expiration, termination or   modification of this Lease, shall be binding upon each and all of the 58   {A0336717.4 } 


    




 










persons   executing this Lease as Tenant with the same force and effect as if each and   all of them had so acted, so given or received such notice or refund, or so   signed. 37. Representations.Tenant guarantees, warrants and represents that   (a) Tenant is duly incorporated or otherwise established or formed and   validly existing under the laws of its state of incorporation, establishment   or formation, (b) Tenant has and is duly qualified to do business in the   state in which the Property is located, (c) Tenant has full corporate,   partnership, trust, association or other appropriate power and authority to   enter into this Lease and to perform all Tenant’s obligations hereunder, (d)   each person (and all of the persons if more than one signs) signing this   Lease on behalf of Tenant is duly and validly authorized to do so and (e)   neither (i) the execution, delivery or performance of this Lease nor (ii) the   consummation of the transactions contemplated hereby will violate or conflict   with any provision of documents or instruments under which Tenant is constituted   or to which Tenant is a party. In addition, Tenant guarantees, warrants and   represents that none of (x) it, (y) its affiliates or partners nor (z) to the   best of its knowledge, its members, shareholders or other equity owners or   any of their respective employees, officers, directors, representatives or   agents is a person or entity with whom U.S. persons or entities are   restricted from doing business under regulations of the Office of Foreign   Asset Control (“OFAC”) of the Department of the Treasury (including those   named on OFAC’s Specially Designated and Blocked Persons List) or under any   statute, executive order (including the September 24, 2001, Executive Order   Blocking Property and Prohibiting Transactions with Persons Who Commit,   Threaten to Commit, or Support Terrorism) or other similar governmental   action. 38. Confidentiality. Tenant shall keep the terms and conditions of   this Lease and any information provided to Tenant or its employees, agents or   contractors pursuant to Article 9 confidential and shall not (a) disclose to   any third party any terms or conditions of this Lease or any other   Lease-related document (including subleases, assignments, work letters,   construction contracts, letters of credit, subordination agreements,   non-disturbance agreements, brokerage agreements or estoppels) or (b) provide   to any third party an original or copy of this Lease (or any Lease-related   document). Landlord shall not release to any third party any non-public   financial information or non-public information about Tenant’s ownership   structure that Tenant gives Landlord. Notwithstanding the foregoing,   confidential information under this Section may be released by Landlord or   Tenant under the following circumstances: (x) if required by Applicable Laws   or in any judicial proceeding; provided that the releasing party has given   the other party reasonable notice of such requirement, if feasible, (y) to a   party’s attorneys, accountants, brokers, lenders, potential lenders,   potential purchasers and other bona fide consultants or advisers (with   respect to this Lease only); provided such third parties agree to be bound by   this Section or (z) to bona fide prospective assignees or subtenants of this   Lease; provided they agree in writing to be bound by this Section. 39. Notices.   Except as otherwise stated in this Lease, any notice, consent, demand,   invoice, statement or other communication required or permitted to be given   hereunder shall be in writing and shall be given by (a) personal delivery,   (b) overnight delivery with a reputable international overnight delivery   service, such as FedEx, or (c) facsimile or email transmission, so long as   such transmission is followed within one (1) business day by delivery   utilizing one of the methods described in Subsection 39(a) or (b). Any such   notice, consent, demand, invoice, statement or 59 {A0336717.4 } 


    




 










other   communication shall be deemed delivered (x) upon receipt, if given in   accordance with Subsection 39(a); (y) one (1) business day after deposit with   a reputable international overnight delivery service, if given if given in   accordance with Subsection 39(b); or (z) upon transmission, if given in   accordance with Subsection 39(c).Except as otherwise stated in this Lease,   any notice, consent, demand, invoice, statement or other communication   required or permitted to be given pursuant to this Lease shall be addressed   to Tenant at the Premises, or to Landlord or Tenant at the addresses shown in   Sections 2.9 and 2.10 or 2.11, respectively. Either party may, by notice to   the other given pursuant to this Section, specify additional or different   addresses for notice purposes. 40. Miscellaneous. 40.1.Landlord reserves the   right to change the name of the Building or the Project in its sole   discretion. 40.2.To induce Landlord to enter into this Lease, Tenant agrees   that it shall promptly furnish to Landlord, from time to time, upon   Landlord’s written request, the most recent year-end unconsolidated financial   statements reflecting Tenant’s current financial condition audited by a   nationally recognized accounting firm. Tenant shall, within thirty (30) days   after Landlord’s written request, furnish Landlord with a certified copy of   Tenant’s year-end unconsolidated financial statements for the previous year   audited by a nationally recognized accounting firm. Tenant represents and   warrants that all financial statements, records and information furnished by   Tenant to Landlord in connection with this Lease are true, correct and   complete in all respects. If audited financials are not otherwise prepared,   unaudited financials complying with generally accepted accounting principles   and certified by the chief financial officer of Tenant as true, correct and   complete in all respects shall suffice for purposes of this Section. If   Tenant fails to deliver to Landlord any financial statement within the time   period required under this Section, then Tenant shall be required to pay to   Landlord an administrative fee equal to Five Hundred Dollars ($500.00) within   five (5) business days after receiving written notice from Landlord advising   Tenant of such failure (provided, however, that Landlord’s acceptance of such   fee shall not prevent Landlord from pursuing any other rights or remedies   under this Lease, at law or in equity). The provisions of this Section shall   not apply at any time while Tenant is a corporation whose shares are traded   on any nationally recognized stock exchange. 40.3.Submission of this   instrument for examination or signature by Tenant does not constitute a   reservation of or option for a lease, and shall not be effective as a lease   or otherwise until execution by and delivery to both Landlord and Tenant.   40.4.The terms of this Lease are intended by the parties as a final, complete   and exclusive expression of their agreement with respect to the terms that   are included herein, and may not be contradicted or supplemented by evidence   of any other prior or contemporaneous agreement. 40.5. Upon the request of   either Landlord or Tenant, the parties shall execute a document in recordable   form containing only such information as is necessary to constitute a Notice   of Lease under Massachusetts law. All costs of preparing and recording such   notice shall 60 {A0336717.4 } 


    




 










be borne by the   requesting party. Simultaneously with the execution of any Notice of Lease as   provided above, Tenant shall execute a recordable termination of such Notice   of Lease (the “Termination Notice”), which Termination Notice shall be held   in escrow by Landlord and may be released from escrow and recorded by   Landlord after the expiration or earlier termination of this Lease. Neither   party shall record this Lease. 40.6.Where applicable in this Lease, the   singular includes the plural and the masculine or neuter includes the   masculine, feminine and neuter. The words “include,” “includes,” “included”   and “including” mean “‘include,’ etc., without limitation.” The word “shall”   is mandatory and the word “may” is permissive. The section headings of this   Lease are not a part of this Lease and shall have no effect upon the   construction or interpretation of any part of this Lease. Landlord and Tenant   have each participated in the drafting and negotiation of this Lease, and the   language in all parts of this Lease shall be in all cases construed as a   whole according to its fair meaning and not strictly for or against either   Landlord or Tenant. 40.7.Except as otherwise expressly set forth in this   Lease, each party shall pay its own costs and expenses incurred in connection   with this Lease and such party’s performance under this Lease; provided that,   if either party commences an action, proceeding, demand, claim, action, cause   of action or suit against the other party arising out of or in connection   with this Lease, then the substantially prevailing party shall be reimbursed   by the other party for all reasonable costs and expenses, including   reasonable attorneys’ fees and expenses, incurred by the substantially   prevailing party in such action, proceeding, demand, claim, action, cause of   action or suit, and in any appeal in connection therewith (regardless of   whether the applicable action, proceeding, demand, claim, action, cause of   action, suit or appeal is voluntarily withdrawn or dismissed). 40.8.Time is   of the essence with respect to the performance of every provision of this   Lease. 40.9.Each provision of this Lease performable by Tenant shall be   deemed both a covenant and a condition. 40.10. Notwithstanding anything to   the contrary contained in this Lease, Tenant’s obligations under this Lease   are independent and shall not be conditioned upon performance by Landlord.   40.11. Whenever consent or approval of either party is required, that party   shall not unreasonably withhold, condition or delay such consent or approval,   except as may be expressly set forth to the contrary. 40.12. Any provision of   this Lease that shall prove to be invalid, void or illegal shall in no way   affect, impair or invalidate any other provision hereof, and all other   provisions of this Lease shall remain in full force and effect and shall be   interpreted as if the invalid, void or illegal provision did not exist. 61   {A0336717.4 } 


    




 










40.13. Each of   the covenants, conditions and agreements herein contained shall inure to the   benefit of and shall apply to and be binding upon the parties hereto and   their respective heirs; legatees; devisees; executors; administrators; and   permitted successors and assigns. This Lease is for the sole benefit of the   parties and their respective heirs, legatees, devisees, executors,   administrators and permitted successors and assigns, and nothing in this   Lease shall give or be construed to give any other person or entity any legal   or equitable rights. Nothing in this Section shall in any way alter the   provisions of this Lease restricting assignment or subletting. 40.14. This   Lease shall be governed by, construed and enforced in accordance with the   laws of the state in which the Premises are located, without regard to such   state’s conflict of law principles. 40.15. Tenant guarantees, warrants and   represents that the individual or individuals signing this Lease have the   power, authority and legal capacity to sign this Lease on behalf of and to   bind all entities, corporations, partnerships, limited liability companies,   joint venturers or other organizations and entities on whose behalf such   individual or individuals have signed. 40.16. This Lease may be executed in one   or more counterparts, each of which, when taken together, shall constitute   one and the same document. 40.17. No provision of this Lease may be modified,   amended or supplemented except by an agreement in writing signed by Landlord   and Tenant. 40.18. No waiver of any term, covenant or condition of this Lease   shall be binding upon Landlord unless executed in writing by Landlord. The   waiver by Landlord of any breach or default of any term, covenant or   condition contained in this Lease shall not be deemed to be a waiver of any   preceding or subsequent breach or default of such term, covenant or condition   or any other term, covenant or condition of this Lease. 40.19. To the extent   permitted by Applicable Laws, the parties waive trial by jury in any action,   proceeding or counterclaim brought by the other party hereto related to   matters arising out of or in any way connected with this Lease; the   relationship between Landlord and Tenant; Tenant’s use or occupancy of the   Premises; or any claim of injury or damage related to this Lease or the   Premises. 41. Rooftop Installation Area. 41.1.Tenant shall have the right,   subject to Landlord’s prior written approval (not to be unreasonably   withheld, conditioned or delayed), to use certain portions of the Building   roof in a location designated by Landlord (the “Rooftop Installation Area”)   solely to operate, maintain, repair and replace rooftop antennae, mechanical   equipment, communications antennas and other equipment installed by Tenant in   the Rooftop Installation Area in accordance with this Article (“Tenant’s   Rooftop Equipment”). Tenant’s Rooftop Equipment shall be only for Tenant’s   use of the Premises for the Permitted Use. The parties acknowledge that as of   the Execution Date, Tenant does not have any Tenant’s Rooftop Equipment   requiring the designation of a Rooftop Installation Area. 62 {A0336717.4 } 


    




 










41.2.Tenant   shall install Tenant’s Rooftop Equipment at its sole cost and expense, at   such times and in such manner as Landlord may reasonably designate, and in   accordance with this Article and the applicable provisions of this Lease   regarding Alterations. Tenant’s Rooftop Equipment and the installation   thereof shall be subject to Landlord’s prior written approval, which approval   shall not be unreasonably withheld, conditioned or delayed. Among other   reasons, Landlord may withhold approval if the installation or operation of   Tenant’s Rooftop Equipment could reasonably be expected to damage the   structural integrity of the Building or to transmit vibrations or noise or   cause other adverse effects beyond the Premises to an extent not customary in   first class laboratory buildings, unless Tenant implements measures that are   acceptable to Landlord in its reasonable discretion to avoid any such damage   or transmission. 41.3.Tenant shall comply with any roof or roof-related   warranties. Tenant shall obtain a letter from Landlord’s roofing contractor   within thirty (30) days after completion of any Tenant work on the rooftop   stating that such work did not affect any such warranties. Tenant, at its   sole cost and expense, shall inspect the Rooftop Installation Area at least   annually, and correct any loose bolts, fittings or other appurtenances and   repair any damage to the roof caused by the installation or operation of Tenant’s   Rooftop Equipment. Tenant shall not permit the installation, maintenance or   operation of Tenant’s Rooftop Equipment to violate any Applicable Laws or   constitute a nuisance. Tenant shall pay Landlord within thirty (30) days   after demand (a) all applicable taxes, charges, fees or impositions imposed   on Landlord by Governmental Authorities as the result of Tenant’s use of the   Rooftop Installation Areas in excess of those for which Landlord would   otherwise be responsible for the use or installation of Tenant’s Rooftop   Equipment and (b) the amount of any increase in Landlord’s insurance premiums   as a result of the installation of Tenant’s Rooftop Equipment. Upon Tenant’s   written request to Landlord, Landlord shall use commercially reasonable   efforts to cause other tenants to remedy any interference in the operation of   Tenant’s Rooftop Equipment caused by any such tenants’ equipment installed   after the applicable piece of Tenant’s Rooftop Equipment; provided, however,   that Landlord shall not be required to request that such tenants waive their   rights under their respective leases. 41.4.If Tenant’s Equipment (a) causes   physical damage to the structural integrity of the Building, (b) interferes   with any telecommunications, mechanical or other systems located at or near   or servicing the Building or the Project that were installed prior to the   installation of Tenant’s Rooftop Equipment, (c) interferes with any other   service provided to other tenants in the Building or the Project by rooftop   or penthouse installations that were installed prior to the installation of   Tenant’s Rooftop Equipment or (d) interferes with any other tenants’   business, in each case in excess of that permissible under Federal   Communications Commission regulations, then Tenant shall cooperate with   Landlord to determine the source of the damage or interference and promptly   repair such damage and eliminate such interference, in each case at Tenant’s   sole cost and expense, within thirty (30) days after receipt of notice of   such damage or interference (which notice may be oral; provided that Landlord   also delivers to Tenant written notice of such damage or interference within   twenty-four (24) hours after providing oral notice). 41.5.Landlord reserves   the right to cause Tenant to relocate Tenant’s Rooftop Equipment to   comparably functional space on the roof or in the penthouse of the Building   by giving Tenant prior written notice thereof. Landlord agrees to pay the   reasonable costs thereof. 63 {A0336717.4 } 


    




 










Tenant shall   arrange for the relocation of Tenant’s Rooftop Equipment within sixty (60)   days after receipt of Landlord’s notification of such relocation. In the   event Tenant fails to arrange for relocation within such sixty (60)-day   period, Landlord shall have the right to arrange for the relocation of   Tenant’s Rooftop Equipment in a manner that does not unnecessarily interrupt   or interfere with Tenant’s use of the Premises for the Permitted Use. 42.   Option to Extend Term. Tenant shall have the option (“Option”) to extend the   Term by five (5) years as to the entire Premises (and no less than the entire   Premises) upon the following terms and conditions. The Option is personal to   Neon Therapeutics, and may not be exercised by any party that becomes the   tenant under this Lease, unless such party became the tenant as a result of   an Exempt Transfer. Any extension of the Term pursuant to the Option shall be   on all the same terms and conditions as this Lease, except as follows:   42.1.Base Rent at the commencement of the Option term shall equal the greater   of (a) the then-current Base Rent and (b) the then-current fair market value   for comparable Class A office and laboratory space in the Cambridgeport   submarket of comparable age, quality, level of finish and proximity to   amenities and public transit (“FMV”), and shall be further increased on each   annual anniversary of the Option term commencement date by three percent   (3%). Tenant may, no more than twelve (12) months prior to the date the Term   is then scheduled to expire, request Landlord’s estimate of the FMV for the   Option term. Landlord shall, within fifteen (15) days after receipt of such   request, give Tenant a written proposal of such FMV. If Tenant gives written   notice to exercise the Option, such notice shall specify whether Tenant accepts   Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then   the parties shall endeavor to agree upon the FMV, taking into account all   relevant factors, including (a) the size of the Premises, (b) the length of   the Option term, (c) rent in comparable buildings in the relevant submarket,   including concessions offered to new tenants, such as free rent, tenant   improvement allowances and moving allowances, (d) Tenant’s creditworthiness,   (e) the quality and location of the Building and the Project, (f) the   location of the Building in the Cambridgeport sub-submarket and (g) the   systems and improvements in the Premises. In the event that the parties are   unable to agree upon the FMV within thirty (30) days after Tenant notifies   Landlord that Tenant is exercising the Option, then either party may request   that the same be determined as follows: a senior officer of a nationally   recognized leasing brokerage firm with local knowledge of the Cambridgeport   laboratory/research and development leasing submarket (the “Baseball   Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant.   If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then   the same shall be designated by the local chapter of the Judicial Arbitration   and Mediation Services or any successor organization thereto (the “JAMS”).   The Baseball Arbitrator selected by the parties or designated by JAMS shall   (y) have at least ten (10) years’ experience in the leasing of   laboratory/research and development space in the Cambridgeport submarket and   (z) not have been employed or retained by either Landlord or Tenant or any   affiliate of either for a period of at least ten (10) years prior to   appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball   Arbitrator and to the other party its determination of the FMV. The Baseball   Arbitrator shall grant to Landlord and Tenant a hearing and the right to   submit evidence. The Baseball Arbitrator shall determine which of the two (2)   FMV determinations more closely represents the actual FMV. The arbitrator may   not select any other FMV for the Premises other than one submitted by   Landlord or Tenant. {A0336717.4 } The FMV selected by the Baseball Arbitrator   shall be binding upon 64 


    




 










Landlord and   Tenant and shall serve as the basis for determination of Base Rent payable   for the Option term. If, as of the commencement date of the Option term, the   amount of Base Rent payable during the Option term shall not have been   determined, then, pending such determination, Tenant shall pay Base Rent   equal to the Base Rent payable with respect to the last year of the   then-current Term. After the final determination of Base Rent payable for the   Option term, the parties shall promptly execute a written amendment to this   Lease specifying the amount of Base Rent to be paid during the Option term.   Any failure of the parties to execute such amendment shall not affect the   validity of the FMV determined pursuant to this Section. 42.2.The Option is   not assignable separate and apart from this Lease. 42.3. The Option is   conditional upon Tenant giving Landlord written notice of its election to   exercise the Option at least nine (9) months prior to the end of the   expiration of the then-current Term. Time shall be of the essence as to   Tenant’s exercise of the Option. Tenant assumes full responsibility for   maintaining a record of the deadlines to exercise the Option. Tenant   acknowledges that it would be inequitable to require Landlord to accept any   exercise of the Option after the date provided for in this Section.   42.4.Notwithstanding anything contained in this Article to the contrary,   Tenant shall not have the right to exercise the Option: (a) During the time   commencing from the date Landlord delivers to Tenant a written notice that   Tenant is in default under any provisions of this Lease and continuing until   Tenant has cured the specified default to Landlord’s reasonable satisfaction;   or (b) At any time after any Default as described in Article 31 of the Lease   (provided, however, that, for purposes of this Section 42.4(b), Landlord   shall not be required to provide Tenant with notice of such Default) and   continuing until Tenant cures any such Default, if such Default is   susceptible to being cured; or (c) Tenant has assigned this Lease prior to   the exercise of the Option or at the commencement of the Option term (except   an assignment that is an Exempt Transfer); or (d) Tenant has subleased more   than fifty percent (50%) of the Premises as of the exercise of the Option or   at the commencement of the Option term (unless such sublease constituted an   Exempt Transfer); or (e) In the event that Tenant has defaulted in the   performance of any monetary obligations or any material non-monetary   obligations under this Lease two (2) or more times during the twelve   (12)-month period immediately prior to the date that Tenant intends to   exercise the Option, whether or not Tenant has cured such defaults. 42.5.The   period of time within which Tenant may exercise the Option shall not be   extended or enlarged by reason of Tenant’s inability to exercise such Option   because of the provisions of Section 42.4. 65 {A0336717.4 } 


    




 










42.6.All of   Tenant’s rights under the provisions of the Option shall terminate and be of   no further force or effect even after Tenant’s due and timely exercise of the   Option if, after such exercise, but prior to the commencement date of the new   term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for   a period of twenty (20) days after written notice from Landlord to Tenant, or   (b) Tenant fails to commence to cure a default (other than a monetary   default) within thirty (30) days after the date Landlord gives notice to   Tenant of such default. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 66   {A0336717.4 } 


    




 










IN WITNESS   WHEREOF, the parties hereto have executed this Lease as a sealed   Massachusetts instrument as of the date first above written. LANDLORD:   BMR-SIDNEY RESEARCH CAMPUS LLC, a Delaware limited liability company By: /s/   William Kane Name: William Kane Title: Senior Vice President, Boston Market   Lead TENANT: NEON THERAPEUTICS, INC. a Delaware corporation By: /s/ Cary G.   Pfeffer Name: Cary G. Pfeffer Title: President


    




 






 

 



EXHIBIT A   PREMISES A-1 {A0336717.4 } 


    




 






 



REFER TO FIRST   FLOOR PLAN FOR CONTROL AREA INFORMATION. Legend True North APPROXIMATE SCALE:   1" = 40'-0" NOTE: USE OR STORAGE OF HAZARDOUS MATERIALS IS   PROHIBITED IN THE BASEMENT, SECOND FLOOR AND RETAIL AREA PROJECT NORTH Tenant   Premises Premises Plan - Tenant 110 40 Erie Street Cambridge, Massachusetts   Basement 16 December 2015 prepared by 12/17/2015 7:33:49 AM © Copyright   Arrowstreet Inc. UNEXCAVATED UNEXCAVATED UNEXCAVATED BASE BUILDING MECHANICAL   UNEXCAVATED 


    




 








 



200 SIDNEY   CONTROL AREA #1 DEMARC AREA CONTROL AREA #2 BUILDING CONTROL AREA TENANT 110   ALLOWANCE FOR MAX. ALLOWABLE QUANTITES WITHIN PREMISES PER 781 CMR SECTION   307: 25.3% Legend True North APPROXIMATE SCALE: 1" = 40'-0" NOTE:   USE OR STORAGE OF HAZARDOUS MATERIALS IS PROHIBITED IN THE BASEMENT, SECOND   FLOOR AND RETAIL AREA PROJECT NORTH Tenant Premises Premises Plan - Tenant   110 40 Erie Street Cambridge, Massachusetts First Floor 16 December 2015   prepared by 12/17/2015 7:33:50 AM © Copyright Arrowstreet Inc. ELEC RM & METER   RM WASTE STORAGE ROOM TENANT 110 ALLOWANCE FOR MAX. ALLOWABLE QUANTITES PER   781 CMR SECTION 307: 25.3% ELEC RETA IL LOADING DOCK PROP ELEC FITN CEN ESS   TER 


    




 








 



UP TENANT   MECHANICAL REFER TO FIRST FLOOR PLAN FOR CONTROL AREA INFORMATION. Legend   True North APPROXIMATE SCALE: 1" = 40'-0" NOTE: USE OR STORAGE OF   HAZARDOUS MATERIALS IS PROHIBITED IN THE BASEMENT, SECOND FLOOR AND RETAIL   AREA PROJECT NORTH Tenant Premises Premises Plan - Tenant 110 40 Erie Street   Cambridge, Massachusetts Second Floor 16 December 2015 prepared by 12/17/2015   7:33:51 AM © Copyright Arrowstreet Inc. 


    




 






 



EXHIBIT B WORK   LETTER This Work Letter (this “Work Letter”) is made and entered into as of   the 21st day of January, 2016, by and between BMR-SIDNEY RESEARCH CAMPUS LLC,   a Delaware limited liability company (“Landlord”), and NEON THERAPEUTICS,   INC., a Delaware corporation (“Tenant”), and is attached to and made a part   of that certain Lease dated as of January 21, 2016 (as the same may be   amended, amended and restated, supplemented or otherwise modified from time   to time, the “Lease”), by and between Landlord and Tenant for the Premises   located at 40 Erie Street, Cambridge, Massachusetts. All capitalized terms   used but not otherwise defined herein shall have the meanings given them in   the Lease. 1. General Requirements. 1.1. Authorized Representatives. (a)   Landlord designates, as Landlord’s authorized representative (“Landlord’s   Authorized Representative”), (i) Salvatore Zinno as the person authorized to   initial plans, drawings, approvals and to sign change orders pursuant to this   Work Letter and (ii) an officer of Landlord as the person authorized to sign   any amendments to this Work Letter or the Lease. Tenant shall not be   obligated to respond to or act upon any such item until such item has been   initialed or signed (as applicable) by the appropriate Landlord’s Authorized   Representative. Landlord may change either Landlord’s Authorized   Representative upon one (1) business day’s prior written notice to Tenant.   (b) Tenant designates Robert Ang (“Tenant’s Authorized Representative”) as   the person authorized to initial and sign all plans, drawings, change orders   and approvals pursuant to this Work Letter. Landlord shall not be obligated   to respond to or act upon any such item until such item has been initialed or   signed (as applicable) by Tenant’s Authorized Representative. Tenant may   change Tenant’s Authorized Representative upon one (1) business day’s prior   written notice to Landlord. 1.2. Schedule. The schedule for design and   development of the Tenant Improvements, including the time periods for   preparation and review of construction documents, approvals and performance,   shall be in accordance with the schedule attached hereto as Attachment 1 (the   “Schedule”). The Schedule shall be subject to adjustment as mutually agreed   upon in writing by the parties, or as otherwise provided in this Work Letter.   1.3. Landlord’s Architects, Contractors and Consultants. The architect,   engineering consultants, design team, general contractor and subcontractors   responsible for the construction of the Tenant Improvements shall be selected   by Landlord. Landlord and Tenant acknowledge that the general contractor for   the Tenant Improvements will be The Richmond Group and the architect for the   Tenant Improvements will be R.A. Dineen Architects and Planners, Inc.   Landlord acknowledges that the construction contract for the Tenant   Improvements shall be on an “open book” basis with a guaranteed maximum price   for the cost of such construction, subject B-1 {A0336717.4 } 


    




 










to change   orders and other customary adjustments. Notwithstanding the foregoing, Tenant   shall have the right to review invoices and requisitions related to the   Tenant Improvements upon Tenant’s request, but Tenant shall not have the   right to approve such information or any other documentation available to   Landlord under the construction contract, and Tenant shall not have the right   to approve subcontractors or the process for selection thereof. 2. Tenant   Improvements. All Tenant Improvements shall be performed by Landlord’s   contractor, at Tenant’s sole cost and expense (subject to Landlord’s   obligations with respect to any portion of the TI Allowance used by Landlord   in completing the Tenant Improvements) and in substantial accordance with the   Approved Plans (as defined below), the Lease and this Work Letter. To the   extent that the total projected cost of the Tenant Improvements (as projected   by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”),   Tenant shall advance to Landlord any Excess TI Costs within ten (10) days   after receipt of an invoice therefor. The parties agree that the Excess TI   Costs shall be advanced in at least two (2) tranches pursuant to invoices   issued by Landlord; the first tranche shall be advanced before Landlord   commences the Tenant Improvements, and the second tranche shall be advanced   when the Tenant Improvements are approximately 50% complete. If Landlord is   delayed in commencing the Tenant Improvements due to Tenant’s failure to   timely pay the Excess TI Costs to Landlord, it shall be deemed a delay by   Tenant, and in accordance with Section 4.2 of the Lease, the Substantial   Completion of the Tenant Improvements shall be the date that the Substantial   Completion of the Tenant Improvements would have occurred, as determined by   Landlord, but for such delay. If the actual Excess TI Costs are less than the   Excess TI Costs paid by Tenant to Landlord, Landlord shall credit Tenant with   the overage paid by Tenant against Tenant’s Rent obligations, beginning after   Landlord has completed the final accounting for the Tenant Improvements. If   the cost of the Tenant Improvements (as projected by Landlord) increases over   Landlord’s initial projection and said increase has not been included in the   calculation of the tranches mentioned above, then Landlord may notify Tenant   and Tenant shall deposit any additional Excess TI Costs within ten (10) days   after the receipt of an invoice therefor. If Tenant fails to pay, or is late   in paying, any sum due to Landlord under this Work Letter, then Landlord   shall have all of the rights and remedies set forth in the Lease for   nonpayment of Rent (including the right to interest and the right to assess a   late charge), and for purposes of any litigation instituted with regard to   such amounts the same shall be considered Rent. All material and equipment   furnished by Landlord or its contractors as the Tenant Improvements shall be   new or “like new,” and the Tenant Improvements shall be performed in a   first-class, workmanlike manner. 2.1. Work Plans.The parties agree that the   initial schematic plans for the Tenant Improvements are attached as   Attachment 2 to this Work Letter (the “Initial Schematic Plans”). Landlord   shall prepare and submit to Tenant for approval schematics covering the   Tenant Improvements prepared in conformity with the applicable provisions of   this Work Letter and which are consistent with and logical evolutions of the   Initial Schematic Plans (the “Draft Schematic Plans”). The Draft Schematic   Plans shall contain sufficient information and detail to accurately describe   the proposed design to Tenant. Tenant shall notify Landlord in writing within   five (5) days after receipt of the Draft Schematic Plans whether Tenant   approves or objects to the Draft Schematic Plans and of the manner, if any,   in which the Draft Schematic Plans are unacceptable. Tenant’s failure to   respond within such five (5) day period shall be deemed approval by Tenant.   If Tenant reasonably objects to the Draft Schematic Plans, then B-2   {A0336717.4 } 


    




 










Landlord shall   revise the Draft Schematic Plans and cause Tenant’s objections to be remedied   in the revised Draft Schematic Plans. Landlord shall then resubmit the   revised Draft Schematic Plans to Tenant for approval, such approval not to be   unreasonably withheld, conditioned or delayed. Tenant’s approval of or   objection to revised Draft Schematic Plans and Landlord’s correction of the   same shall be in accordance with this Section until Tenant has approved the   Draft Schematic Plans in writing or been deemed to have approved them. The   iteration of the Draft Schematic Plans that is approved or deemed approved by   Tenant without objection shall be referred to herein as the “Approved   Schematic Plans.” In the event that Draft Schematic Plans are not approved by   Tenant in accordance with this Section prior to February 17, 2016 then,   notwithstanding anything in the Lease or this Work Letter to the contrary, it   shall be deemed a delay by Tenant, and in accordance with Section 4.2 of the   Lease, the Substantial Completion of the Tenant Improvements shall be the   date that the Substantial Completion of the Tenant Improvements would have   occurred, as determined by Landlord, but for such delay. 2.2. Construction   Plans. Landlord shall prepare final plans and specifications for the Tenant   Improvements that (a) are consistent with and are logical evolutions of the   Approved Schematic Plans and (b) incorporate any other Tenant-requested (and   Landlord-approved) Changes (as defined below). As soon as such final plans   and specifications (“Construction Plans”) are completed, Landlord shall   deliver the same to Tenant for Tenant’s approval, which approval shall not be   unreasonably withheld, conditioned or delayed. Such Construction Plans shall   be approved or disapproved by Tenant within five (5) days after delivery to   Tenant. Tenant’s failure to respond within such five (5) day period shall be   deemed approval by Tenant. If the Construction Plans are disapproved by   Tenant, then Tenant shall notify Landlord in writing of its reasonable   objections to such Construction Plans, and the parties shall confer and   negotiate in good faith to reach agreement on the Construction Plans.   Promptly after the Construction Plans are approved by Landlord and Tenant,   two (2) copies of such Construction Plans shall be initialed and dated by   Landlord and Tenant, and Landlord shall promptly submit such Construction   Plans to all appropriate Governmental Authorities for approval. The   Construction Plans so approved, and all change orders specifically permitted   by this Work Letter, are referred to herein as the “Approved Plans.” 2.3.   Changes to the Tenant Improvements. Any changes to the Approved Plans (each,   a “Change”) shall be requested and instituted in accordance with the   provisions of this Article 2 and shall be subject to the written approval of   the non-requesting party in accordance with this Work Letter. (a)Change   Request. Either Landlord or Tenant may request Changes after Tenant approves   the Approved Plans by notifying the other party thereof in writing in   substantially the same form as the AIA standard change order form (a “Change   Request”), which Change Request shall detail the nature and extent of any   requested Changes, including (a) the Change, (b) the party required to   perform the Change and (c) any modification of the Approved Plans and the   Schedule, as applicable, necessitated by the Change. If the nature of a   Change requires revisions to the Approved Plans, then the requesting party   shall be solely responsible for the cost and expense of such revisions and   any increases in the cost of the Tenant Improvements as a result of such   Change. Authorized Representative. Change Requests shall be signed by the   requesting party’s B-3 {A0336717.4 } 


    




 










(b) Approval of   Changes. All Change Requests shall be subject to the other party’s prior   written approval, which approval shall not be unreasonably withheld,   conditioned or delayed. The non-requesting party shall have five (5) business   days after receipt of a Change Request to notify the requesting party in   writing of the non-requesting party’s decision either to approve or object to   the Change Request. The non-requesting party’s failure to respond within such   five (5) business day period shall be deemed approval by the non-requesting   party. 3. Requests for Consent. Except as otherwise provided in this Work   Letter, Tenant shall respond to all requests for consents, approvals or   directions made by Landlord pursuant to this Work Letter within five (5) days   following Tenant’s receipt of such request. Tenant’s failure to respond   within such five (5) day period shall be deemed approval by Tenant. 4. TI   Allowance. 4.1. Application of TI Allowance. Landlord shall contribute the TI   Allowance toward the costs and expenses incurred in connection with the   performance of the Tenant Improvements, in accordance with Article 4 of the   Lease. If the entire TI Allowance is not applied toward or reserved for the   costs of the Tenant Improvements, then Tenant shall not be entitled to a   credit of such unused portion of the TI Allowance. If the entire Excess TI   Costs advanced by Tenant to Landlord are not applied toward the costs of the   Tenant Improvements, then Landlord shall promptly return such excess to   Tenant following completion of the Tenant Improvements. 4.2. Approval of   Budget for the Tenant Improvements.The parties agree that the initial budget   for the Tenant Improvements is attached hereto as Attachment 3 (the “Approved   Budget”). Tenant shall promptly reimburse Landlord for costs or expenses   relating to the Tenant Improvements that exceed the amount of the TI Allowance.   5. Miscellaneous. 5.1. Incorporation of Lease Provisions. Sections 40.6   through 40.19 of the Lease are incorporated into this Work Letter by   reference, and shall apply to this Work Letter in the same way that they   apply to the Lease. 5.2.General. Except as otherwise set forth in the Lease   or this Work Letter, this Work Letter shall not apply to improvements   performed in any additional premises added to the Premises at any time or   from time to time, whether by any options under the Lease or otherwise; or to   any portion of the Premises or any additions to the Premises in the event of   a renewal or extension of the original Term, whether by any options under the   Lease or otherwise, unless the Lease or any amendment or supplement to the   Lease expressly provides that such additional premises are to be delivered to   Tenant in the same condition as the initial Premises. 5.3.Warranties. To the   extent assignable, Landlord will assign all warranties obtained by Landlord   in connection with the Tenant Improvements, including, without limitation, a   warranty of the general contractor’s work for a period of one (1) year from   the date of final completion of the Tenant Improvements (including any   punch-list items), and any equipment for the Premises installed by Landlord;   provided, however, that, notwithstanding any such B-4 {A0336717.4 } 


    




 










assignment,   Landlord shall also retain the right to enforce such warranties against the   applicable contractor, at Landlord’s sole option, and further provided that   if any such warranties are not assignable, then Landlord, upon written notice   from Tenant, shall use commercially reasonable efforts to enforce such   non-assignable warranties. With respect to those warranties that have been   assigned to Tenant, upon Tenant’s written request of Landlord and at Tenant’s   sole cost and expense, Landlord shall reasonably cooperate with Tenant in   enforcing such warranties; provided, however, that Landlord shall not have   obligations under this sentence in connection with any litigation between   Tenant and the provider of such warranty. [REMAINDER OF THIS PAGE   INTENTIONALLY LEFT BLANK] B-5 {A0336717.4 } 


    




 






 



IN WITNESS   WHEREOF, Landlord and Tenant have executed this Work Letter as a sealed Massachusetts   instrument to be effective on the date first above written. LANDLORD:   BMR-SIDNEY RESEARCH CAMPUS LLC, a Delaware limited liability company By: /s/   William Kane Name: William Kane Title: Senior Vice President, Boston Market   Lead TENANT: NEON THERAPEUTICS, INC. a Delaware corporation By: /s/ Cary G.   Pfeffer Name: Cary G. Pfeffer Title: President


    




 










Attachment 1 to   Work Letter Schedule [See attached] {A0336717.4 } 


    




 






 



ing Material Of   Construction uipment To Matrix ne-Line ckage 75% Design Development Drawings   / Permit Drawings / 100% Long Lead Documents 2/11 Issue 75% Design   Development Documents rmit Drawings Long lead Package Long Lead Package   (INCLUDING DOUBLE LINE 100% DUCT DRAWINGS) l Long Lead Package g Long Lead   Package Bid package Cold Room Bid Package e Progres Drawing Comments Design   Budget Comments on SD Budget eet Metal to Site ems rocure Distributions   rocure bing Long Leads Long Lead Procurement Preliminary Project Schedule   Neoantigen January 14, 2016 ID Task Name Duration Start Finish 4th Quarter   1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Nov Dec Jan Feb Mar Apr May   Jun Jul Aug Sep Oct Nov Dec Jan 1 LOI and Release Design 0 days Thu 1/21/16   Thu 1/21/16 1/21 1/21 1/21 1/21 1/21 1/21 1/21 1/21 1/21 1/21 1/21 1/21 LOI   and Release Design Schematic Design Floor Plan Reflected Ceiling Plan w/   Light Preliminary Finish Plan Show Detailed Utility Matrix Equipment Plan w/   Tag Eq MEP Narrative HVAC Distribution Drawing O Electrical One-Line Drawing   Issue Schematic Design Pa 2/11 Schematic Design Comm 2/11 ing ents ework Bid   Package Issue Construction Drawings Issue Construction Drawings For Comment   Budget / Permitting Budgeting e Progress Drawings for GMP Produce GMP Budget   Permitting e Permit Drawings Obtain Building Permit Procurement MEP   Procurement Procure VAV Boxes Design and Engineering 2 Design and Engineering   180 days Thu 1/21/16 Wed 9/28/16 3 Schematic Design 20 days Thu 1/21/16 Wed   2/17/16 4 Floor Plan 15 days Thu 1/21/16 Wed 2/10/16 5 Reflected Ceiling Plan   w/ Lighting 15 days Thu 1/21/16 Wed 2/10/16 6 Preliminary Finish Plan Showing   Material Of Construction 15 days Thu 1/21/16 Wed 2/10/16 7 Detailed Utility   Matrix 15 days Thu 1/21/16 Wed 2/10/16 8 Equipment Plan w/ Tag Equipment To   Matrix 15 days Thu 1/21/16 Wed 2/10/16 9 MEP Narrative 15 days Thu 1/21/16   Wed 2/10/16 10 HVAC Distribution Drawing One-Line 15 days Thu 1/21/16 Wed   2/10/16 11 Electrical One-Line Drawing 15 days Thu 1/21/16 Wed 2/10/16 12   Issue Schematic Design Package 15 days Thu 1/21/16 Wed 2/10/16 13 Schematic   Design Comments 5 days Thu 2/11/16 Wed 2/17/16 14 75% Design Development   Drawings / Permit Drawings / 100% Long Lead Documents 30 days Thu 2/11/16 Wed   3/23/16 15 Issue 75% Design Development Documents 25 days Thu 2/11/16 Wed   3/16/16 2/11 2/11 2/11 2/11 2/11 2/11 2/11 2/11 3/17 3/17 3/17 2/11 2/11 2/11   Produce Sch 2/25 Receive 3/16 3/17 3/16 3/16 3/17 3/17 3/17 3/17 3/17 Issue   Pe 100% HVAC Electrica Plumbin Lab Cas Millwork 16 Issue Permit Drawings 25   days Thu 2/11/16 Wed 3/16/16 17 100% Long lead Package 25 days Thu 2/11/16   Wed 3/16/16 18 HVAC Long Lead Package (INCLUDING DOUBLE LINE 100% DUCT   DRAWINGS) 25 days Thu 2/11/16 Wed 3/16/16 19 Electrical Long Lead Package 25   days Thu 2/11/16 Wed 3/16/16 20 Plumbing Long Lead Package 25 days Thu   2/11/16 Wed 3/16/16 21 Lab Casework Bid Package 25 days Thu 2/11/16 Wed   3/16/16 22 Millwork Bid package 25 days Thu 2/11/16 Wed 3/16/16 23 Cold Room   Bid Package 25 days Thu 2/11/16 Wed 3/16/16 Issu ematic BMR's Receiv Receiv   24 Issue Progres Drawing Comments 5 days Thu 3/17/16 Wed 3/23/16 25 Issue   Construction Drawings 15 days Thu 3/17/16 Wed 4/6/16 26 Issue Construction   Drawings For Comment 15 days Thu 3/17/16 Wed 4/6/16 27 Budget / Permitting 50   days Thu 2/11/16 Wed 4/20/16 28 Budgeting 40 days Thu 2/11/16 Wed 4/6/16 29   Produce Schematic Design Budget 10 days Thu 2/11/16 Wed 2/24/16 30 Receive   BMR's Comments on SD Budget 5 days Thu 2/25/16 Wed 3/2/16 31 Receive Progress   Drawings for GMP 0 days Wed 3/16/16 Wed 3/16/16 32 Produce GMP Budget 15 days   Thu 3/17/16 Wed 4/6/16 33 Permitting 25 days Wed 3/16/16 Wed 4/20/16 34   Receive Permit Drawings 0 days Wed 3/16/16 Wed 3/16/16 35 Obtain Building   Permit 25 days Thu 3/17/16 Wed 4/20/16 Bid and 4/7 4/7 4/7 4/7 4/7 4/7 Award   MEP Subcontractors MEP Coordination and Sh 36 Procurement 105 days Thu   3/17/16 Wed 8/10/16 37 MEP Procurement 100 days Thu 3/17/16 Wed 8/3/16 38 Bid   and Award MEP Subcontractors 15 days Thu 3/17/16 Wed 4/6/16 39 MEP   Coordination and Sheet Metal to Site 30 days Thu 4/7/16 Wed 5/18/16 P P 40   Procure VAV Boxes 65 days Thu 4/7/16 Wed 7/6/16 Procure RGD's and misc HVAC   it 41 Procure RGD's and misc HVAC items 85 days Thu 4/7/16 Wed 8/3/16 Procure   Lighting Structural and Architectural Bid and Procure Lab Casework 42 Procure   Lighting 75 days Thu 4/7/16 Wed 7/20/16 Panel Bo Plum ards and Bid and 43   Procure Panel Boards and Distributions 55 days Thu 4/7/16 Wed 6/22/16 44   Procure Plumbing Long Leads 55 days Thu 4/7/16 Wed 6/22/16 45 Structural and   Architectural Long Lead Procurement 105 days Thu 3/17/16 Wed 8/10/16 46 Bid   and Procure Lab Casework 105 days Thu 3/17/16 Wed 8/10/16 3/17 3/31 Proc ure   Cold Room 47 Bid and Procure Cold Room 80 days Thu 3/31/16 Wed 7/20/16   Project: Neon 40 Erie Schedule 1.20.1 Date: Wed 1/20/16 Task Rolled Up Task   Split Group By Summary Inactive Milestone Duration-only Start-only Deadline   Milestone Rolled Up Milestone External Tasks Inactive Task Inactive Summary   Manual Summary Rollup Finish-only Summary Rolled Up Progress Project Summary   Inactive Task Manual Task Manual Summary Progress Page 1 


    




 










Makesafe ctive   Demolition utility ork ough Ductwork Rough Plumbing Rough Electrical Rough   sprinkler stud ugh Plumbing and Electric walls ough Wall 7/15 Prime Walls   work Delivery 7/28 om Hardware Delivery 6 6 Boxe Delivery D's and misc HVAC   Delivery 6 ncy Shower ivery ectrical Items 18 Ceiling Tile ng l Clean-up l   Inspections Preliminary Project Schedule Neoantigen January 14, 2016 ID Task   Name Duration Start Finish 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter   4th Quarter Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan 48   Bid and Procure Millwork Bid package 85 days Thu 3/31/16 Wed 7/27/16 3/31   3/31 4/20 g Permit Coring for Lab Wast and Receive Coordinated Duc tw R Ro R   Distributi 7/18 7/2 7/20 7/21 7/20 7/21 7/21 7/21 7/20 Bid n Insp Dry Bid and   ectio wall and Proc n and Procure Millwork Bid package ure Doors / Frames /   Hardware Tape Lab Casework Delivery Lab Casework Ins Millwork Installation   Delivery Install Cold Room Door and Hardware Installation Glazing Specialty   Installation Sprinkler Heads Finish HVAC Finish HVAC HVAC Controls Finish   Plumbing Finish plumbing / Sink / Fixture Delivery Finish Electrical Finish   Electrical Neoantigen Construction tallation Apply for Certificate of   Occupancy 49 Bid and Procure Doors / Frames / Hardware 80 days Thu 3/31/16   Wed 7/20/16 50 Neoantigen Construction 115 days Wed 4/20/16 Wed 9/28/16 51   Receive Building Permit 0 days Wed 4/20/16 Wed 4/20/16 4/20 Receive Buildin   4/21Disconnect 4/27Sele 5/6 5/18 5/19 5/19 5/19 52 Disconnect Makesafe 4 days   Thu 4/21/16 Tue 4/26/16 53 Selective Demolition 7 days Wed 4/27/16 Thu 5/5/16   54 Coring for Lab Wast and utility Distributin 8 days Fri 5/6/16 Tue 5/17/16   55 Receive Coordinated Ductwork 0 days Wed 5/18/16 Wed 5/18/16 56 Rough   Ductwork 30 days Thu 5/19/16 Wed 6/29/16 57 Rough Plumbing 25 days Thu   5/19/16 Wed 6/22/16 58 Rough Electrical 25 days Thu 5/19/16 Wed 6/22/16 59   Rough sprinkler 25 days Thu 5/19/16 Wed 6/22/16 5/19 5/26Steel 6/10 6/28 6/30   7/ 7/ 7/ 7/ 60 Steel stud 15 days Thu 5/26/16 Wed 6/15/16 61 Rough Plumbing   and Electric walls 12 days Fri 6/10/16 Mon 6/27/16 62 Rough Wall Inspection 2   days Tue 6/28/16 Wed 6/29/16 63 Drywall and Tape 16 days Thu 6/30/16 Thu   7/21/16 64 Prime Walls 4 days Fri 7/15/16 Wed 7/20/16 Ceil ing 8/1 8/ Grid 0   11 65 Ceiling Grid 4 days Mon 7/18/16 Thu 7/21/16 66 Lab Casework Delivery 0   days Wed 8/10/16 Wed 8/10/16 67 Lab Casework Installation 15 days Thu 8/11/16   Wed 8/31/16 68 Millwork Delivery 0 days Wed 7/27/16 Wed 7/27/16 7 Mill Cold   Ro Door & 8/4 69 Millwork Installation 15 days Thu 7/28/16 Wed 8/17/16 70   Cold Room Delivery 0 days Wed 7/20/16 Wed 7/20/16 71 Install Cold Room 20   days Thu 7/21/16 Wed 8/17/16 72 Door & Hardware Delivery 0 days Wed   7/20/16 Wed 7/20/16 73 Door and Hardware Installation 15 days Thu 7/21/16 Wed   8/10/16 74 Glazing 15 days Thu 7/21/16 Wed 8/10/16 75 Specialty Installation   15 days Thu 7/21/16 Wed 8/10/16 76 Sprinkler Heads 20 days Wed 7/20/16 Tue   8/16/16 77 Finish HVAC 40 days Wed 7/6/16 Wed 8/31/16 78 Finish HVAC 20 days   Thu 8/4/16 Wed 8/31/16 79 VAV Boxe Delivery 0 days Wed 7/6/16 Wed 7/6/16 VAV   80 RGD's and misc HVAC Delivery 0 days Wed 8/3/16 Wed 8/3/16 8/3 RG 8/4 8/4   Lighting Del 81 HVAC Controls 20 days Thu 8/4/16 Wed 8/31/16 82 Finish   Plumbing 40 days Wed 7/6/16 Wed 8/31/16 83 Finish plumbing 20 days Thu 8/4/16   Wed 8/31/16 84 Emergency Shower / Sink / Fixture Delivery 0 days Wed 7/6/16   Wed 7/6/16 6 Emerge 7/20 7/22 7/20 85 Finish Electrical 31 days Wed 7/20/16   Thu 9/1/16 86 Finish Electrical 30 days Fri 7/22/16 Thu 9/1/16 87 Lighting   Delivery 0 days Wed 7/20/16 Wed 7/20/16 88 Specialty Electrical Items 0 days   Wed 7/20/16 Wed 7/20/16 7/20Specialty El 8/ 89 Ceiling Tile 8 days Thu   8/18/16 Mon 8/29/16 90 Painting 19 days Thu 8/11/16 Tue 9/6/16 8/11 Painting   9/1 Floori 9/16Fina 9/16Fina 9/22 91 Flooring 11 days Thu 9/1/16 Thu 9/15/16   92 Final Clean-up 4 days Fri 9/16/16 Wed 9/21/16 93 Final Inspections 4 days   Fri 9/16/16 Wed 9/21/16 94 Apply for Certificate of Occupancy 5 days Thu   9/22/16 Wed 9/28/16 Project: Neon 40 Erie Schedule 1.20.1 Date: Wed 1/20/16   Task Rolled Up Task Split Group By Summary Inactive Milestone Duration-only   Start-only Deadline Milestone Rolled Up Milestone External Tasks Inactive   Task Inactive Summary Manual Summary Rollup Finish-only Summary Rolled Up   Progress Project Summary Inactive Task Manual Task Manual Summary Progress   Page 2 


    




 










9128 •1   Occupancy Occupancy 0 days We d 9128/16 Wed 9/28/161 .. .... .. Split Group   By Summary lnactrve Milestone 111111111111111111 -----... M anual Summary   Rollup Manual Summary F1n1sh-only Progre ss J "' Summary Preliminary   Project Schedule Neoant1gen January 14, 2016 ID ITask NameDurationS   tartF1n1sh III 4th Quarter1st Quarter2nd uarter3rd uarter4th uarter Novnor   IRn= •hMR rAn1MRV 11n 111111n;en 0rtNovlAr.IR n 95 I I II I I I Pro je ct   Neon 40 Erie Schedule I 20 I Date Wed 1/20/16 .. Rolled Up Progress   TaskRolled Up Task Milestone0Rolled Up Milestone 0ExternalTasksInactive Task.   Inactive Summary Project Summarylii'-·-··-·ilill' lnact1ve Task Manual Ta sk   vDura tion-onylStart-onlyI:Deadline.(), Page 3 


    




 






 



Attachment 2 to   Work Letter Initial Schematic Plans [See attached] {A0336717.4 } 


    




 






 



 


    




 










 


    




 










 


    




 






 



II I I   R.E.DINNEEN ARCHITECI'S 8t PlANNERs, INC. 123 Ntm:bKfrrlriogtnn Stzoet   llallm,.V b -02114-2143 tll6172277727 .Jitz6172271870 t • I I I I LMDLORD   UJl. BioMed Realty 11 ---® I \-I Discover here _ PROTEJN MEIRO I I LAB I 124   I NEC>N m a BIO COlD ,---THER. PEUTICS AAfA I 122 I "i!!' \ f I--1   [1! 1 11211 RICHMOND 6 1 vlMEIRO I n Main Street Hopkinton, MA01748 (508)   435-0700 m a I--! 1106 r/. I. ·..,:1\:U: I. Mt.EETIRO ISTOCK 'I   I--"--"'=-<-="'-,I' 6 I "' / i!! '-----ENGINEERS 1101:   ('781-) 72-30·00; fu: (-'7Rt) 372-3100 SHIPPING/ RECEMNG 1 121 1 RMION NO.   TOUCH-DOWN LOUNGE I 104 DATE lt,:Jl coco I u MED. CONF. l H RECEPTON I 100 I   PROJECT NO. 15181,11 PR<>JECT NAME NEON THERAPEUTICS TENANT   IMPROVEMENTS ElEVATOR MACH. RM. 101 I L-----------------------------------------------'\.   SIDNEY RESEARCH CENTER 40 ERIE STREET CAMBRIDGE, MASSACHUSETTS SCHEMAllC   DESIGN SHEET TITLE FURNITURE ar: EQUIPMENT PLAN FIRST FLOOR NORTH 7 JANUARY   2016 0 ISSUE DATE ' APPRaoiED Br : RDJ DF CHECKED BY DRAWN BY111.1C '   """' 1/B' - 1·-o· 0 2 4 8 8 THIS DOCUMENT AND THE IDEAS AND   DESIGNS INCORPORATED HEREIN AS AN INSTRUMENT OF PROFESSIONAL SERVICE, IS THE   PROPERTY OF R.E. DINNEEN ARCHITECTS AND PLANNERS, INC. AND SHALL NOT BE USED.   IN WHOLE OR IN PART, FOR 1Nf OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION   OF R.E. DINNEEN ARCHITECTS AND PLANNERS, INC. A-3.1 C COPYRIGHT 2016   R.E.D.A.P. I [] 0 (9 .AI 103 I t]. ll:,:Jl 5 QQ 00 : I   _fi'i:::J-'---'i::::¥--,1 A H A CONSULTING 24 Hartwd.l A -3rd.Fioor,Lmng1Dn,   MA 024ll ii! CULTIJRE 2 MEIRO i I V HWV '/' / /'/ hrl hrt hrl h wAA ROQM I (   1 11 1 11s 1 ; GLASS WASH 1 111 1 t::J ;I '== :tli! .., iI I I I I I I I I I   I I I I I I rc BIOLOGY LAB II! I I I I I I I I I I I I I I I I I I 119 I l_l_   I I ! I I I I t' I I I I I I : I H I I I I : '"I I I I I I I I I I I I I   4---I I I I I I "" I 


    




 










II I f I D   R.E.DINNEEN ARCHITECI'S 8t PlANNERs, INC. 123 Ntm:bKfrrlriogtnn Stzoet   llallm,.Vb -02114-2143 tll6172277727 .Jitz6172271870 LMDLORD ----® DN "'   BRE:AK ROOM l2ool NEC>N - THER. PEUTICS RICHMOND n Main Street Hopkinton,   MA01748 (508) 435-0700 lI'\ /""" yl------l ( ( ,---dl-H ----®   ENGINEERS -·-_dl-(L_ (_ .,, OPEN RMION OFFICE 1 201 1 DATE H ------®   -dl-(r-PROJECT NO. 15181.11 NEON THERAPEUTICS TENANT IMPROVEMENTS PROJECT   NAME SIDNEY RESEARCH CENTER 40 ERIE STREET CAMBRIDGE, MASSACHUSETTS '-';?Oi   OFFICE OFFICE OFFICE 1-/ OFFIC /l] PHON ( 214 1 1 212 1 L_ I 216 I 1 213 1 I   H.c. '----RESTROOM 1 'tF or-/ n = _._ _._ _._ SCHEMAllC DESIGN FURNITURE ar:   EQUIPMENT PLAN SECOND FLOOR SHEET TITLE OO©fdl-====:::!J r®-NORTH 7 JANUARY   2016 RDJ OF VMC 1/B' - 1·-o· ISSUE DATE : APPRaoiED Br : 0 CHECKED BY DRAWN   BY """" : : , 0 2 4 8 8 JJvl' ----® ------@ "\ THIS   DOCUMENT AND THE IDEAS AND DESIGNS INCORPORATED HEREIN AS AN INSTRUMENT OF PROFESSIONAL   SERVICE, IS THE PROPERTY OF R.E. DINNEEN ARCHITECTS AND PLANNERS, INC. AND   SHALL NOT BE USED. IN WHOLE OR IN PART, FOR 1Nf OTHER PROJECT WITHOUT THE   WRITTEN AUTHORIZATION OF R.E. DINNEEN ARCHITECTS AND PLANNERS, INC. li3 A-3.2   C COPYRIGHT 2016 R.E.D.A.P. LJL--LJL--LJL--LJL--LJL--LJL--rr======H ========H   ========H ======dF o STAIR No.7 b (: b (: b (: '\ '\ '\ '\ a 204 [D. r a '\JJ   ;; r. 210 {]; lJ\ = • • • • • • 1§ !{" ]• l y SHA 1 ll l JllJ RED yy   SHARED y -y SHARED y F FFlCE ' - - 211 1 - I I OFFICE SUPPUES COPY/I.WL I 206   I----' )0 11-_ - ---,_l LlJ]1 201 1 @ 1'­ OPEN 0 r-10: 1 0 r-or-or-or-n H   _dl-(_ (r-(L_ • -dl-( _dl-( A H A CONSULTING 24 Hartwd.l A -3rd.Fioor,   LmngiDn, MA 024ll 1101: ('781) 72-3000; fu: ('7Rt) 372-3100 AEJEJ bd bHd   Aflfl bd bHd A flfl bd bd bd BioMed Realt STAIR No.1D w 0 0   F==!!='="::"::: :II!!"::"::::b!ll (r-(L_ ,--0 0   """0 L Jo 


    




 










[LOGO]


    




 










FINISH   SPECIFICATIONS (REFER TO ARCHITECTURAL BASIS OF DESIGN FOR ADDITIONAL   INFORMATION) FINISH GENERAL NOTES II I II fLOORING MILLWQRK SS-1 A. INSPECT   AND APPROVE ALL SUBSURFACES PRIOR TO INSTALlATION OF NISHES. STRICTLY COMPLY   WITH NISHES MANUFACTURER'S INSTRUCTIONS AND RECOMMENDATIONS FOR SURFACE   PREPARATION ANO INSTALLATION. WALLS SHALL INCLUDE SURFACES FROM FLOOR TO   CEILING, INCLUDING PILASTERS, FASCIAS, JAMBS, BUCKS, REVEALS, REfURNS AND ALL   '-1ERTICAL SURFACES NOT INCWDED IN CEILING. FOR ALL DRYWALL PARTITIONS AND   SOFFTS RECEMNG STANDARD PAINT, FINISH TO CONSIST OF ONE (1) PRIME COAT AND TWO   (2) ANISH COATS OF LAID BASE PAINT, EGGSHELL ANISH. ALL PAINTED FRAMES TO   RECEIVE ONE (1) PRIME COAT AND TWO (2) ANISH COATS OF LATEX BASE PAINT,   SEMI-GLOSS ANISH. THE GENERAL CONTIRACTOR SHALL FLASH PATCH ALL CRACKS, HOLES   OR OTHER IMPERFECTIONS IN FLOOR (PROJECTIONS SHALL BE REMQI,1EQ AND PATCHED)   TO PR0'-1DE A CONTINUOUS SMOOTH AND lEVEL FLOOR SURFACE. ALL FLOORCOVERING   WORKMANSHIP SHALL BE OF THE BEST QUALITY, AND WHEN WORK IS COMPL£TE, IT SHALL   BE AREE FROM BUCKLES, BUBBLES, OPEN JOINTS OR OTHER IMPERFECTIONS. SEAMS   SHALL BE KEPT IN ACCURATIE ALIGNMENT ALONG BOTH COORDINATIES. ALL CARPEr TO   BE A DIRECT LAID INSTALlATION, PER CARPEr MANUFACTURER'S INSTRUCTIONS. THE   GENERAL CONTRACTOR SHALL. UPON COMPLETION, REMCIVE ALL PAINT AROM WHERE IT   HAS SPIWEO, SPLASHED OR SPLAillRED ON SURFACES. HE SHALL REMOVE ALL   ELECTRICAL SWITCH PLATES AND OUTLET PLATIES, SURFACE HAIRDWAIRE, EfC. BEFORE   PAINTING. PROTIECT AND REPLACE SAME WHEN WALL ANISH WORK HAS BEEN COMPL£TED.   THE GENERAL CONTIRACTOR SHALL EXAMINE ALL AIREAS AFTER COMPLETION OF WORK BY   ALL TRADES (INCLUDING TIEL£PHONE INSTALLATION, FLOORING, EfC.) AND APPRCIVE   ALL NECESSARY TOUCH-UP PAINTING AND/OR PATCHING. PR0'-1DE 1/2" ARE   REfAIROANT PLYWOOD PANELS FOR EQUIPMENT MOUNTING AS REQUIRED. EXISTING BUILDING   STANDARD WINDOW TIREATIMENT CONSISTING OF HORIZONTAL MINI-BLINDS.   SUPPLEMENTAL WINDOW TIREATIMENTS FOR ROOM DARKENING OR AESTHETIC VALUE TO BE   PR0'-1DED BY TIENANT FOR INSTALLATION BY CONTRACTOR. EXISTING WALL TO BE   PATCHED WHERE WALL BASE WAS REMQI,1EQ TO PR0'-1DE A SMOOTH LEVEL£0 SURFACE   FOR NEW BASE. CPT-1 CARPEr TIL£ FOR DIRECT GLUE INSTALlATION. INSTALlATION   BUDGEf AT $4ll SY CARPEr TIL£ FOR DIRECT GLUE INSTALlATION. INSTALlATION   BUDGEf AT $35 SY SOLID '-1NYL WOOD PLANK PAINT TYPE: BENJAMIN MOORE: LOW-V.O.C.   ACRYLIC LAID PAINT. EGGSHELL FINISH II TYPICAL WALLS SATIN NISH 0 HM ODOR   FRAMES FlAT NISH Cl GWB SOmTS AND CEILINGS SOLID SURFACE COUNTERTOP. NOTE:   COUNTERTOPS IN UNISEX RESTROOMS TO HAVE INTEGRAL SOLID SURFACE SINKS. B. D P   PI-1 ELD COLOR COLOR: TBS ST-3 PORCELAIN TIL£ BACKSPLASH IN K1TCHENEfTE CPT-2   C. PL-1 PL-2 PREMIUM PLASTIC LAMINATE WALL CABINEfS PT-2 ACCENT PAINT COLOR:   TBS PREMIUM PLASTIC LAMINATE BASE CABINEfS D. SVT-1 E. R.E.DINNEEN ARCHITEcrs   8t lPLANNERs,INC. 123 NriJIIJJrmp Stzwt .....,, + ....02114-2143 F. G. tJ 617   2277727 J-6172271870 H. LANDlORD UJl... BioMed Realty Discover here _ SIZE:   4" DUR-A-QUARTZ ----® I. BREAK ROOM 200 F svr 1 8 VB-1 WPT-1 J. K. L   FINISH PLAN LEGEND RICHMOND 77 Main Street Hopkinton,MA 01748 (508) 43..-roo   ACCENT PAINT WALL ANISH ,-@ + KEYNOTIE NOTATION. REFERS TO SPECIFIC KEYNOTIE.   ENGINEER APPROPRIATIE TIRANSITION BEfWEEN FLOOR TYPES FLOORING PAillRN   DIRECTION AS INDICATIED. ROOM FINISH LEGEND ENGINEERS tel: (181-) 372-30·00;   fu: (-781) 372.-3100 ErR PI = EXISTING TO REMAIN = PAINT TYPE = SHEEr '-1NYL   W/ INTEGRAL BASE = CARPEr = CERAMIC/PORCELAIN TIL£ = GYPSUM WALL BOARD =   EPOXY (PAINT) = '-1NYL BASE = SOLID '-1NYL TIL£ = TO BE SELECTED sv CPT ST   GWB PX VB SVT TBS """"' NO. 1>\lE OPEN OFFlCE r H F   CPT 2 8 VB-1 • r H ------@ 15181.11 PROJECT NO. A ----@ NEON THERAPEUTICS   TENANT IMPROVEMENTS PROJECT NAME RESTROOM SMAll. OONF. CORRIDOR ENTRY 202 • F   CPT-2 VB-1 SIDNEY RESEARCH CENTER 40 ERIE STREET CAMBRIDGE, MASSACHUSETIS   BVB1 . W PT-1 =--------® 'tF / SCHENA11C DESIGN FINISH PLAN SECOND FLOOR   SHEET TITLE LARGE CONF. PT-1 o.7 NORTH 7 JANUARY 2016 ROJ DF we 1 KS ' 0   ISSUE DAlE SEATING APPROVED BY : CHECKED BY DRAWN IJ1 1/B" = 1'-o"   - - SCALE - 0 2 4 6 8 ----® ------@ H H H H THIS DOCUWENT AND THE IDEAS AND   DESIGNS INCORPORATED HEREIN AS AN INSTRUMENT OF PROFESSIONAL SERVICE, IS THE   PROPERTY OF R.E. DINNEEN ARCHITEClS AND PLANNERS. INC. AND SHALL NOT BE USED,   IN WHOLE OR IN PART, FOR JNf OTHER PROJECT WITHOUT THE WRI'ITEN AUTHORIZATION   OF R.E. DINNEEN ARCHITECTS AND PLANNERS, INC . L) \_ .a m: A-4.2 Cl COPYRIGHT   2016 R.E.D.A.P. I ;-W PI 1 H"\ 205 F CPT 8 VB-1 1 204 F CPT-1 BVB1 W   PT-1 CPf7 F CPT-1 203 lEt F CPT-1 BVB1 W PT-1 W PT-1 201 A H A CONSULTING 2.4   Hartwdl A-,3nl. Floor,LeiingtDn, MA 02421 XX XXX -ROOM NUMBER F A.OOR -FLOOR   FINISH CODE B BASE -BASE ANISH CODE W WALL -WALL NISH CODE ST-1PORCELAIN TIL£   PTX-1ACRYLIC EPOXY PAINT; SIZE: 12"X24"MOISTURE & MILDEW   RESISTANT COLOR: TBS VCT '-1NYL COMPOSITE TIL£ MANNINGTON COMMERCIAL   WT-1PORCELAIN WALL TIL£ PROGRESSIONS SERIESSIZE: 12"X24" MIX OF 4   COLORSFULL HEIGHT OF WIT WALL PATTIERN & COLOR: TBS WALL BASE VCT-1'-1NYL   COMPOSITE TIL£ MANNINGTON COMMERCIAL VB-1'-1NYL WALLBASE PROGRESSIONS   SERIESSIZE: 4" SINGLE COLOR: TBS STRAIGHT BASE WHERE CARPEfTED &   COVED BASE AT VINYL PLANK EP-1EPOXY FLOORINGVB-2COVED VINYL WALLBASE ABRASION   RESISTANTSV-1INTEGRAL COVED SHEEr '-1NYL£P-1 EPX-1INTEGRAL FLASH COVE EPOXY   BASE 1 / 'DN '\ ''------------' I "' II "" H.C. r-• • • • • •   0 r: k7;;., OFFCE SHAREDSHAREDSHAREDBUU<OFFlCE SUPPLIES OFFlCE OFFCE OFFCE   OFFCE STORAGE COPY/MAIL F CPT-2 213212 F CPT 2 BVB1 W PT-1 F CPT 2 BVB1 I 207   W PT-1 F ST 1 8 WT-1 WWT1 BVB1 W PT-1W PT-1 svr vi @I /-CPf DN r-WAR ROOM F   CPT-2 STAIR No.5BVB1 W PT-1 OPEN OFFlCE VB-1 PI 1 ---------l O F li\ W MED.   ONF. CPT-2 CPf I i STAIR N 206 F CPT-2 8 W 218 210 BVB1 211 F CPT 2 BVB1 209   F SN 1 BVB1 W PT-1 W PT-1 208 F SN 1 ALE ROOM 217 F VCT-1 H BVB1 W PT-1 r.;   216 BVB1 W PT-1 / STAIR No.10 


    




 






 



Attachment 3 to   Work Letter Budget [See attached] {A0336717.4 } 


    




 






 



1/14/16 Cost   Above LLW/TI Allowance$42.81 /SF$1,147,487.54 BUDGET SUMMARY Total Soft   Costs$17.60 /SF$471,668.24 Total Hard Costs$175.21 /SF$4,696,719.30   Total$192.81 /SF$5,168,387.54 DETAILED CONSTRUCTION BUDGET Design Fee's$9.70   /SF$259,947.00REDAP proposal dated 10/30/15 A/E Reimburseables$0.29   /SF$7,798.41Allowance (3% of design fees) Other Consultants$0.56   /SF$15,000.00Structural and acoustical Commissioning$0.93   /SF$25,000.00Allowance Insurance$-/SF$-Gen. liability included in CM   proposal, builder's risk excluded Bond$-/SF$-Excluded Building Permit$-/SF$-Included   in CM proposal Misc. Soft Costs$-/SF$-Excluded Soft Cost Contingency$0.50   /SF$13,387.275% of design fees and A/E reimbursables Project Management   Fee$5.62 /SF$150,535.563% of total TI costs Total Soft Costs$17.60   /SF$471,668.24 TRG budget dated 1/14/16 (Excludes glasswash, autoclave, +4   fridge, and CM Proposal$165.00 /SF$4,423,066.00scope shifted to LL) CM   Contingency$-/SF$-Included in CM proposal FF&E$-/SF$-Excluded Security$-/SF$-Excluded   Tel/data$-/SF$-Excluded Furniture$-/SF$-Excluded Other$1.87   /SF$50,000.00Allowance for window treatments Hard Cost Contingency$8.34   /SF$223,653.305% of hard costs Total Hard Costs$175.21 /SF$4,696,719.30 TI   ALLOWANCE Base LLW/TI Allowance$150.00 /SF$4,020,900.00$150/RSF RSF   Premises26,806 NEON TI BUDGET 40 ERIE STREET 


    




 






 



EXHIBIT B-1   LANDLORD’S WORK 1) Architectural a) Exterior i) ii) iii) New canopy and entry   vestibule at main entrance. Improvements to Waverly and Erie Street facades.   Landscape improvements at the corner of Waverly and Erie Streets. b) Interior   i) ii) New main lobby at Erie Street entrance. Includes all finishes. New   common restrooms, janitor’s closet, waste storage room, fitness center, and   two (2) shower rooms at core area adjacent to northern-most loading dock.   Upgrade common stairs. Upgrades to existing Tenant stair to achieve code   compliance (anticipated to be new railings and possible nosings). Refurbish   interior of elevator No. 1 (northern-most elevator). Improvements to elevator   No. 2 excluded. Fiberglass insulation at exterior walls. iii) iv) v) vi) vii)   Tenant demising from common areas or other tenant spaces excluded.   viii)Remaining core and shell components to remain as is. 2) Structural a) As   required to facilitate the scope of worked outlined in this document. 3) Fire   Protection a) Install new distribution mains up to zone valves. b) Branch   lines excluded 4) Plumbing a) Existing plumbing systems will remain with the   following exceptions: i)Refurbish existing lab waste treatment system to   serve the entire building. ii) Provide shared reverse osmosis, compressed   air, tempered water, hot water, and VAC systems stubbed into Tenant Premises.   5) HVAC a) b) c) d) e) f) Two (2) new shared fifty thousand (50,000) CFM   AHU’s Hot water (HW) system including new boilers and flus. Chilled water   (CHW) system including 900 ton chiller and cooling tower Tenant specific   FCU’s, HW distribution, and CHW distribution excluded. New one-hundred   thousand (100,000) CFM exhaust system with energy recovery. Ductwork   excluded. B-1-1 {A0336717.4 } 


    




 










6) Electrical   a) b) c) d) e) Main switchgear to remain. Feed from main switchgear to Tenant   Premises. Common area and exterior lighting. Tel/data and security excluded.   Provide a new rooftop 650 KW gas fired generator with automatic transfer   switch for base building equipment. 315 kW available for tenant use. Provide   Tenant specific breaker in stand-by panel in main electric room. Tenant   specific transfer switches and distribution excluded. B-1-2 {A0336717.4 } 


    




 










EXHIBIT C   ACKNOWLEDGEMENT OF TERM COMMENCEMENT DATE AND TERM EXPIRATION DATE THIS   ACKNOWLEDGEMENT OF TERM COMMENCEMENT DATE AND TERM EXPIRATION DATE is entered   into as of [ ], 20[ ], with reference to that certain Lease (the “Lease”)   dated as of [ ], 2015, by Neon Therapeutics, a (“Tenant”), in favor of   BMR-Sidney Research Campus LLC, a Delaware limited liability company   (“Landlord”).All capitalized terms used herein without definition shall have   the meanings ascribed to them in the Lease. Tenant hereby confirms the   following: 1. on [ [Tenant accepted possession of the Premises for use in   accordance with the Permitted Use ], 20[ ]. Tenant first occupied the   Premises for the Permitted Use on [ ], 20[ ].] 2. The Premises are in good   order, condition and repair. 3. The Tenant Improvements are Substantially   Complete. 4. All conditions of the Lease to be performed by Landlord as a   condition to the full effectiveness of the Lease have been satisfied, and   Landlord has fulfilled all of its duties in the nature of inducements offered   to Tenant to lease the Premises. 5. In accordance with the provisions of   Article 4 of the Lease, the Term Commencement Date is [ ], 20[ ], and, unless   the Lease is terminated prior to the Term Expiration Date pursuant to its   terms, the Term Expiration Date shall be [ ], 20[ ]. 6. The Lease is in full   force and effect, and the same represents the entire agreement between   Landlord and Tenant concerning the Premises. 7. Tenant has no existing   defenses against the enforcement of the Lease by Landlord, and there exist no   offsets or credits against Rent owed or to be owed by Tenant. 8. The   obligation to pay Rent is presently in effect and all Rent obligations on the   part of Tenant under the Lease commenced to accrue on [ the dates and amounts   set forth in the chart below: ], 20[ ], with Base Rent payable on C-1   {A0336717.4 } Dates Approximate Square Feet of Rentable Area Base Rent per   Square Foot of Rentable Area Monthly Base Rent Annual Base Rent []/[]/[]-[   ]/[ ]/[ ] [] $[] $[] $[] 


    




 










9. The   undersigned Tenant has not made any prior assignment, transfer, hypothecation   or pledge of the Lease or of the rents thereunder or sublease of the Premises   or any portion thereof. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]   B-1-2 {A0336717.4 } 


    




 






 



IN WITNESS   WHEREOF, Tenant has executed this Acknowledgment Commencement Date and Term   Expiration Date as of the date first written above. of Term TENANT: NEON   THERAPEUTICS, INC. a Delaware corporation By: Name: Title: C-3 {A0336717.4 } 


    




 










EXHIBIT D PLAN   OF PREMISES LAYOUT ZONES [See attached] D-1 {A0336717.4 } 


    




 






 



I _ _ Sul_te uo   I lAB I Suite 130 I I Suite12o I (130 Waverly St.)' A R R 0 w s T R E E T II   40 HUE STREH I 29 September 2015 TENANT lAYOUT ZONES-fiRST FLOOR lAB EOfTJW   tOBSY U em. I...AB SUPPORT 


    




 










L "0' N 0\   N "0" 0_, w. Q 0"" u w <!) <!) WJ z 0 ::: 0 N .!l   1=-:; 0 Ill > <! -,_' z < z WJ 1-;.,. UJ w "!-' ,., U1 WJ   "w" 0 0 iii .!l j ·:;; Ill "" :1-:::::: 1--"' IX   1--Ill 3: 0 IX IX <C 


    




 






 



EXHIBIT E   DEFINITION OF OBSOLETE EQUIPMENT Obsolete equipment shall mean: • The   equipment is outdated, such that it is not reasonable to continue investing   in it; • The equipment is no longer supported by the manufacturer; •   Component or compatible parts of the equipment are no longer available; • The   equipment is no longer compatible with other equipment in the Building; • The   cost to replace the equipment is equal to or less than the cost to repair the   equipment; • The equipment poses a safety risk; and/or • The equipment no   longer meets local/state/national guidelines. E-1 {A0336717.4 } 


    




 










EXHIBIT F FORM   OF LETTER OF CREDIT [On letterhead or L/C letterhead of Issuer] LETTER OF   CREDIT Date: , 20 (the “Beneficiary”) Attention: L/C. No.: Loan No. : Ladies   and Gentlemen: We establish in favor of Beneficiary our irrevocable and   unconditional Letter of Credit numbered as identified above (the “L/C”) for   an aggregate amount of $ , expiring at :00 p.m. on or, if such day is not a   Banking Day, then the next succeeding Banking Day (such date, as extended   from time to time, the “Expiry Date”). “Banking Day” means a weekday except a   weekday when commercial banks in required to close. are authorized or We   authorize Beneficiary to draw on us (the “Issuer”) for the account of   “Account Party”), under the terms and conditions of this L/C. (the Funds   under this L/C are available by presenting the following documentation (the   “Drawing Documentation”): (a) the original L/C and (b) a sight draft substantially   in the form of Attachment 1, with blanks filled in and bracketed items   provided as appropriate. No other evidence of authority, certificate, or   documentation is required. Drawing Documentation must be presented at   Issuer’s office at on or before the Expiry Date by personal presentation,   courier or messenger service, or fax. Presentation by fax shall be effective   upon electronic confirmation of transmission as evidenced by a printed report   from the sender’s fax machine. After any fax presentation, but not as a   condition to its effectiveness, Beneficiary shall with reasonable promptness   deliver the original Drawing Documentation by any other means. Issuer will on   request issue a receipt for Drawing Documentation. We agree, irrevocably, and   irrespective of any claim by any other person, to honor drafts drawn under   and in conformity with this L/C, within the maximum amount of this L/C,   presented to us on or before the Expiry Date, provided we also receive (on or   before the Expiry Date) any other Drawing Documentation this L/C requires.   F-1 {A0336717.4 } 


    




 










We shall pay   this L/C only from our own funds by check or wire transfer, in compliance   with the Drawing Documentation. If Beneficiary presents proper Drawing   Documentation to us on or before the Expiry Date, then we shall pay under   this L/C at or before the following time (the “Payment Deadline”): (a) if   presentment is made at or before noon of any Banking Day, then the close of   such Banking Day; and (b) otherwise, the close of the next Banking Day. We   waive any right to delay payment beyond the Payment Deadline. If we determine   that Drawing Documentation is not proper, then we shall so advise Beneficiary   in writing, specifying all grounds for our determination, within one Banking   Day after the Payment Deadline. Partial drawings are permitted. This L/C   shall, except to the extent reduced thereby, survive any partial drawings. We   shall have no duty or right to inquire into the validity of or basis for any   draw under this L/C or any Drawing Documentation. We waive any defense based   on fraud or any claim of fraud. The Expiry Date shall automatically be   extended by one year (but never beyond (the “Outside Date”)) unless, on or   before the date 90 days before any Expiry Date, we have given Beneficiary   notice that the Expiry Date shall not be so extended (a “Nonrenewal Notice”).   We shall promptly upon request confirm any extension of the Expiry Date under   the preceding sentence by issuing an amendment to this L/C, but such an   amendment is not required for the extension to be effective. We need not give   any notice of the Outside Date. Beneficiary may from time to time without   charge transfer this L/C, in whole but not in part, to any transferee (the   “Transferee”). Issuer shall look solely to Account Party for payment of any   fee for any transfer of this L/C. Such payment is not a condition to any such   transfer. Beneficiary or Transferee shall consummate such transfer by   delivering to Issuer the original of this L/C and a Transfer Notice   substantially in the form of Attachment 2, purportedly signed by Beneficiary,   and designating Transferee. Issuer shall promptly reissue or amend this L/C   in favor of Transferee as Beneficiary. Upon any transfer, all references to   Beneficiary shall automatically refer to Transferee, who may then exercise   all rights of Beneficiary. Issuer expressly consents to any transfers made   from time to time in compliance with this paragraph. Any notice to   Beneficiary shall be in writing and delivered by hand with receipt acknowledged   or by overnight delivery service such as FedEx (with proof of delivery) at   the above address, or such other address as Beneficiary may specify by   written notice to Issuer. A copy of any such notice shall also be delivered,   as a condition to the effectiveness of such notice, to: (or such replacement   as Beneficiary designates from time to time by written notice). No amendment   that adversely affects Beneficiary shall be effective without Beneficiary’s   written consent. {A0336717.4 } F-2 


    




 










This L/C is   subject to and incorporates by reference: (a) the International Standby   Practices 98 (“ISP 98”); and (b) to the extent not inconsistent with ISP 98,   Article 5 of the Uniform Commercial Code of the State of New York. Very truly   yours, [Issuer Signature] {A0336717.4 } F-3 


    




 










ATTACHMENT 1 TO   EXHIBIT F FORM OF SIGHT DRAFT [BENEFICIARY LETTERHEAD] TO: [Name and Address   of Issuer] SIGHT DRAFT AT SIGHT, pay to the Order of , the sum of United   States Dollars ($ ). Drawn under [Issuer] Letter of Credit No. dated .   [Issuer is hereby directed to pay the proceeds of this Sight Draft solely to   the following account: .] [Name and signature block, with signature or   purported signature of Beneficiary] Date: F-1-1 {A0336717.4 } 


    




 










ATTACHMENT 2 TO   EXHIBIT F FORM OF TRANSFER NOTICE [BENEFICIARY LETTERHEAD] TO: [Name and   Address of Issuer] (the “Issuer”) TRANSFER NOTICE By signing below, the   undersigned, Beneficiary (the “Beneficiary”) under Issuer’s Letter of Credit   No. dated (the “L/C”), transfers the L/C to the following transferee (the   “Transferee”): [Transferee Name and Address] The original L/C is enclosed.   Beneficiary directs Issuer to reissue or amend the L/C in favor of Transferee   as Beneficiary. Beneficiary represents and warrants that Beneficiary   transferred, assigned, or encumbered the L/C or any interest in the L/C,   which assignment, or encumbrance remains in effect. has not transfer, [Name   and signature block, with signature or purported signature of Beneficiary]   Date: ] F-2-1 {A0336717.4 } 


    




 






 



EXHIBIT G RULES   AND REGULATIONS NOTHING IN THESE RULES AND REGULATIONS (“RULES AND   REGULATIONS”) SHALL SUPPLANT ANY PROVISION OF THE LEASE. IN THE EVENT OF A   CONFLICT OR INCONSISTENCY BETWEEN THESE RULES AND REGULATIONS AND THE LEASE,   THE LEASE SHALL PREVAIL. 1. No Tenant Party shall encumber or obstruct the   common entrances, lobbies, elevators, sidewalks and stairways of the   Building(s) or the Project or use them for any purposes other than ingress or   egress to and from the Building(s) or the Project. 2. Except as specifically   provided in the Lease, no sign, placard, picture, advertisement, name or   notice shall be installed or displayed on any part of the outside of the   Premises or the Building(s) without Landlord’s prior written consent.   Landlord shall have the right to remove, at Tenant’s sole cost and expense   and without notice, any sign installed or displayed in violation of this   rule. 3. If Landlord objects in writing to any curtains, blinds, shades,   screens, hanging plants or other similar objects attached to or used in   connection with any window or door of the Premises or placed on any   windowsill, and (a) such window, door or windowsill is visible from the   exterior of the Premises and (b) such curtain, blind, shade, screen, hanging   plant or other object is not included in plans approved by Landlord, then   Tenant shall promptly remove such curtains, blinds, shades, screens, hanging   plants or other similar objects at its sole cost and expense. 4. Deliveries   shall be made no earlier than 7 a.m. or later than 6 p.m. No deliveries shall   be made that impede or interfere with other tenants in or the operation of   the Project. Movement of furniture, office equipment or any other large or   bulky material(s) through the Common Area shall be restricted to such hours   as Landlord may designate and shall be subject to reasonable restrictions   that Landlord may impose. A temporary loading permit is required for all   temporary parking and such permit, which permit Landlord may provide in its   sole and absolute discretion. 5. Tenant shall not place a load upon any floor   of the Premises that exceeds the load per square foot that (a) such floor was   designed to carry or (b) is allowed by Applicable Laws. Fixtures and   equipment that cause noises or vibrations that may be transmitted to the   structure of the Building(s) to such a degree as to be objectionable to other   tenants shall be placed and maintained by Tenant, at Tenant’s sole cost and   expense, on vibration eliminators or other devices sufficient to eliminate   such noises and vibrations to levels reasonably acceptable to Landlord and   the affected tenants of the Project. 6. Tenant shall not use any method of   HVAC other than that approved in writing by Landlord. 7. Tenant shall not   install any radio, television or other antennae; cell or other communications   equipment; or other devices on the roof or exterior walls of the Premises   except G-1 {A0336717.4 } 


    




 










in accordance   with the Lease. Tenant shall not interfere with radio, television or other   digital or electronic communications at the Project or elsewhere. 8.   Canvassing, peddling, soliciting and distributing handbills or any other   written material within, on or around the Project (other than within the   Premises) are prohibited. Tenant shall cooperate with Landlord to prevent   such activities by any Tenant Party. 9. Tenant shall store all of its trash,   garbage and Hazardous Materials in receptacles within its Premises or in   receptacles designated by Landlord outside of the Premises. Tenant shall not   place in any such receptacle any material that cannot be disposed of in the   ordinary and customary manner of trash, garbage and Hazardous Materials   disposal. Any Hazardous Materials transported through Common Area shall be   held in secondary containment devices. Tenant shall be responsible, at its   sole cost and expense, for Tenant’s removal of its trash, garbage and   Hazardous Materials. Tenant is encouraged to participate in the waste removal   and recycling program in place at the Project. 10. The Premises shall not be   used for lodging or for any improper purpose. No cooking shall be done or   permitted in the Premises; provided, however, that Tenant may use (a)   equipment approved in accordance with the requirements of insurance policies   that Landlord or Tenant is required to purchase and maintain pursuant to the   Lease for brewing coffee, tea, hot chocolate and similar beverages, (b)   microwave ovens for employees’ use and (c) equipment shown on plans approved   by Landlord; provided, further, that any such equipment and microwave ovens   are used in accordance with Applicable Laws. 11.Tenant shall not, without   Landlord’s prior written consent, use the name of the Project, if any, in   connection with or in promoting or advertising Tenant’s business except as   Tenant’s address. 12. Tenant shall comply with all safety, fire protection   and evacuation procedures and regulations established by Landlord or any   Governmental Authority. 13. Tenant assumes any and all responsibility for   protecting the Premises from theft, robbery and pilferage, which   responsibility includes keeping doors locked and other means of entry to the   Premises closed. 14. Tenant shall not modify any locks to the Premises   without Landlord’s prior written consent, which consent Landlord shall not   unreasonably withhold, condition or delay. Tenant shall furnish Landlord with   copies of keys, pass cards or similar devices for locks to the Premises. 15.   Tenant shall cooperate and participate in all reasonable security programs   affecting the Premises. 16. Tenant shall not permit any animals in the   Project, other than for guide animals or for use in laboratory experiments.   G-2 {A0336717.4 } 


    




 










17. Bicycles   shall not be taken into the Building(s) (including the elevators and   stairways of the Building) except into areas designated by Landlord. 18. The   water and wash closets and other plumbing fixtures shall not be used for any   purposes other than those for which they were constructed, and no sweepings,   rubbish, rags or other substances shall be deposited therein. 19. Discharge   of industrial sewage shall only be permitted if Tenant, at its sole expense,   first obtains all necessary permits and licenses therefor from all applicable   Governmental Authorities. 20. Smoking is prohibited inside the Building,   except in designated outdoor areas of the Project (if any). 21. The Project’s   hours of operation are currently 24 hours per day, seven (7) days per week.   22. Tenant shall comply with all orders, requirements and conditions now or   hereafter imposed by Applicable Laws or Landlord (“Waste Regulations”)   regarding the collection, sorting, separation and recycling of waste   products, garbage, refuse and trash generated by Tenant (collectively, “Waste   Products”), including (without limitation) the separation of Waste Products   into receptacles reasonably approved by Landlord and the removal of such   receptacles in accordance with any collection schedules prescribed by Waste   Regulations. 23. Tenant, at Tenant’s sole cost and expense, shall cause the   Premises to be exterminated on a monthly basis to Landlord’s reasonable   satisfaction and shall cause all portions of the Premises used for the   storage, preparation, service or consumption of food or beverages to be   cleaned daily in a manner reasonably satisfactory to Landlord, and to be   treated against infestation by insects, rodents and other vermin and pests   whenever there is evidence of any infestation. Tenant shall not permit any   person to enter the Premises or the Project for the purpose of providing such   extermination services, unless such persons have been approved by Landlord.   If requested by Landlord, Tenant shall, at Tenant’s sole cost and expense,   store any refuse generated in the Premises by the consumption of food or   beverages in a cold box or similar facility. 24. If Tenant desires to use any   portion of the Common Area for a Tenant-related event, Tenant must notify   Landlord in writing at least thirty (30) days prior to such event on the form   attached as Attachment 1 to this Exhibit, which use shall be subject to   Landlord’s prior written consent, not to be unreasonably withheld,   conditioned or delayed. Notwithstanding anything in this Lease or the   completed and executed Attachment to the contrary, Tenant shall be solely   responsible for setting up and taking down any equipment or other materials   required for the event, and shall promptly pick up any litter and report any   property damage to Landlord related to the event. Any use of the Common Area   pursuant to this Section shall be subject to the provisions of Article 28 of   the Lease. Landlord may waive any one or more of these Rules and Regulations   for the benefit of Tenant or any other tenant, but no such waiver by Landlord   shall be construed as a waiver of such Rules and Regulations in favor of   Tenant or any other tenant, nor prevent Landlord from thereafter enforcing   any such Rules and Regulations against any or all of the tenants of the G-3   {A0336717.4 } 


    




 










Project,   including Tenant. These Rules and Regulations are in addition to, and shall   not be construed to in any way modify or amend, in whole or in part, the   terms covenants, agreements and conditions of the Lease. Landlord reserves   the right to make such other and reasonable additional rules and regulations   as, in its judgment, may from time to time be needed for safety and security,   the care and cleanliness of the Project, or the preservation of good order   therein; provided, however, that Tenant shall not be obligated to adhere to   such additional rules or regulations until Landlord has provided Tenant with   written notice thereof. Tenant agrees to abide by these Rules and Regulations   and any such additional rules and regulations issued or adopted by Landlord.   Tenant shall be responsible for the observance of these Rules and Regulations   by all Tenant Parties. G-4 {A0336717.4 } 


    




 










ATTACHMENT 1 TO   EXHIBIT G REQUEST FOR USE OF COMMON AREA REQUEST FOR USE OF COMMON AREA Date   of Request: Landlord/Owner: Tenant/Requestor: Property Location: Event   Description: Proposed Plan for Security & Cleaning: Date of Event: Hours   of Event: (to include set-up and take down): Location at Property (see   attached map): Number of Attendees: Open to the Public? [ ] YES [ ] NO Food   and/or Beverages? [ ] YES [ ] NO If YES: • Will food be prepared on site? [ ]   YES [ ] NO • Please describe: • Will alcohol be served? [_ ] YES [ ] NO •   Please describe: • Will attendees be charged for alcohol? [ ] YES [ ] NO   G-1-1 {A0336717.4 } 


    




 










• Is alcohol   license or permit required? [ ] YES [ ] NO • Does caterer have alcohol   license or permit: [ ] YES [ ] NO [ ] N/A Other Amenities (tent, booths,   band, food trucks, bounce house, etc.): Other Event Details or Special   Circumstances: The undersigned certifies that the foregoing is true, accurate   and complete and he/she is duly authorized to sign and submit this request on   behalf of the Tenant/Requestor named above. [INSERT NAME OF TENANT/REQUESTOR]   By: Name: Title: Date: G-1-2 {A0336717.4 } 


    




 










EXHIBIT H PTDM   [See attached] H-1 {A0336717.4 } 


    




 






 



J•ARKING AND   TRAFFIC DEMAND MANAGEMENT FORT WASHINGTON REALTY TRUST 47 EIUE STREET AND   RELATED PARKING CAMBIUDGE, MA Apr-il 28, 1999 


    




 










Table of   Contents I. General l,roject Description 11. Commitment to Mode Split Ill.   General Tnnsportation Demand Management l,rograms IV. Alternative Mode   l,t·omolioaas and Incentives V. Alternative Work Programs VI. l,arking   Management snd SOV Disincentives VII. Marketing l,t·ograms VIII. Monitoring   and Reporting Plan IX. Office of wot·kiJiacc Dev lopment Commitment X.   Corporate Offices Commerciall,arking Certification Attachments: 1.   Registration 2. Certification 3. Vchicle TriJJS Site l,lau 4. 5. Guaranteed   Ride Home Program 


    




 










Gcnerall'•·uject   Description I. The garage at 47 Eric Street (the ..Garage") is being   constructed and will be owned by Fort Washington Really Trust (..FWRT")   whose address is in care of Lyme Properties, 101 Main Street, l81 h Floor,   Cambridge, MA 02142. The Garagand 77 su;face spaces located at 40 Eric Street   and 270. Albany Street will provide the accessory parking spaces pursuant to   the Cambridge Zoning Ordinance for 270 Albany Street, 21 Erie Street, 40 Erie   Street (also known as 130 Waverly Street and Fort Washington Research Park   Phase l) and 200 Sidney Street (Fort Washington Research Park Phase 2)   (together, the ..Buildings"). Of these four Buildings, all but Fort   Washington Phase 2 are built and occupied. All of the occupied buildings   rcccivcu certificates of occupancy prior to t.he enactment of the PTDM   ordinance. The Garage contains a total of 447 accessory ·parking spaces. The   447 Garage spaces are allocateu among the four Builuings as follows: Building   Square Footage #Spaces 90 270 Albany Street 70,000 21 Eric Street 52,000 63   40 Eric Street (130 Waverly Street) 109,000 125 200 Sidney Street 135,000 169   The existing surface spaces serve 40 Erie Street. A "Non-Commercial   Parking Space Registration Form'' for U1c Garage and existing surface spaces   at 270 Albany and 40 Erie Street (a total of 524 spaces), a copy of which is   attached, was filed with the Cambridge Department of Traffic, Parking and   Tran portation anapproved by the Dircct()r ottOctober 28_, 1997 (AUaclunent 1   ). A building pennil for the garage was issueu November 4, 1997 (#0997154), anu   construction will be complete on or about April30, 1999. 


    




 






 



e 447 accessory   parking spaces in the Garage are located on six levels and served by two   vators. All of the Garage and surface spaces arc employee spaces. There arc   no commercial aces in the Garage or surface lots. The gross size oflhe garage   is 121,000 gross square feet. e tenants locald in the Buildings served by the   Garage and surface lots are: 270 Albany Street: • • Millennium   Phannaceuticals, Inc. ("Millennium")200 employees Plcx, LLC   ("Plex")2 employees 21 Erie Street: • • · • Heliotrope Studios Ltd.   ("Heliotrope") - 3 employees Reprogensis, Inc.   ("Reprogensis") -33 employees TVisions, 1nc. ("TVisions")   - 100 employees 40 Erie Street: • • Vertex Phannaceuticals, Incorporated   ("Vertex")-261 employees Millennium -50 employees 200 Sidney   Street: • Not yet leased, but expected to be 540 employees based on a   projection of 4 persons per 1000 square feel erage daily vehicle trips   expected to be generated by the Buildings are sci forth in the attached edule   (AUachment 3). e nearest public transit is Central Square, approximately .7   miles away. The nearest bicycle hs or lanes are on Mass. Ave. in Central   Square, along the Charles River at Memorial Drive on the MIT campus. ycle   lanes are planned for the Sidncy/WaverlyNasser "Cambridge Roadway Improvements".   ite plan is attached showing the location of the Garage and the Buildings   (Attachment 4). 


    




 










e contact   person for this project is Robert L. Green, Lyme.Properties 181 h Floor, 101   Main St., mbridge, MA 02142, telephone, (617) 225-0909. . Commitment to Mode   Split WRT has agreedo a mode split goal of 61% for single occupancy vehicles.   I. General TranS()ortation Demand Management I•rograms Membership in   Transportation Manaeemeill Association Transportation Management Association   is a private not-for-profit organization whose jective is to coordinate   member business and other resources to improve transportation. The cal   organization, the Charles River Transportation Management Association   (CRTMA), works th employers to develop voluntary, cost effective measures   that benefit the members of the ganization. The CRTMA assists bu&inesses   in developing internal transportation policies and ograms f.hat offer   employees commute options at reduced costs. The CRTMA can facilitate   development of joint programs between groups of businesses. The CRTMA   provides a tmection with local, stale and federal agencies to infonn   participating members of·recenl velopments in transportation and assist in   compliance with regulations. Services by the TMA include: Corporate   lranspot1ation policy analysis Monitoring of government policy · Guaranteed   ride home program RideSource car and van matching Infom1ation resource for   commute alternative Marketing of commute choices Development of incentive   programs Employer transportation advisor and training program Pedestrian and   bicycle incentive program Local shuttle bus service for members 


    




 










RT or an   affiliute will join the CRTMA. FWRT will include provisions in all ruturc   tenant es infonning them of the programs available under the CRTMA and   encouraging icipation by tenants. Guaranteed Ride Home ny employees drie to   work because of concern that they cannot get home quickly in the nt of w1   emergency or need a car for unexpected travel. Either directly or through its   leases h tenants, FWRT will provide a guaranteed ride home to employees in   such an event.The J ched CRTMA Guaranteed Ride Home Program or a similar one   will be provided tachment 5). Employee Transportalion Coordinator RT will   designate a full-time employee as Employee Transportation Coordinator (ETC)   to st in the day to day administration of TDM progrwns.The ETC will be   responsible for rdination with CRTMA and tenants and staffing an on-site   commuter services desk that will transit passes, tokens, and commuier checks;   distribute marketing materials; w1d administer guaranteed ride home program.   nitial Tenant Survey ll future tenant leases, FWRT will include a provision   encouraging tcnw1ls to provide an al survey upon occupancy including   infonnation about' the characteristics and altitudes of loyces and customers   in order to refine existing TOM programs and develop new ones. 


    




 










Electric   Vellicle Reclaaa·ghaa: Facility mplly upon .a request therefor by any tenant   or employee of the Buildings, FWRT will install lectric vehicle recharging   facility in the garage and will distribute information on the lability and   use to tenants and visitors. Alternative Mode Promotions and Incentives MBTA   Cot·porate Pass l,roa:ram and Subsidized Transit Passes site sales of MBTA   transit passes and commuter vouchers through the MBTA Corporate Program will   begin afier at least 50% of the tenants have occupied 200 Sidney Street king   with MBTA and CARAVAN, unsold passes will be carriedover into the next month   or rned for credit on future purchases. Sales ill be monitored for several   months to establish appropriate number of passes to be purchased in   subsequent months.FWRT will exercise onable effot1s to negotiate lease   provisions in future leases regarding tenants who do not cntl y subsidize   MBTA passes to do so in the future. Parlicipution in l,rivute Bus Shuttle   Service RT has also mel with CRTMA to discuss establishing shuttle service   for the BuiJdings. The ent CRTMA routes do not provide service to the Red Line   or Central Square.With new bership and additional shullle participation by   its members, CRTMA has indicated that it ht assume responsibility for   operating shuttles that could provide service between the dings and Central   Square. However, because leases for substantially all of the space in the   dings arc already in effect and shuttle costs cannot be passed on tenants,   FWRT is not ablelo onditionally commit to such service unless it can be   provided cost efficiently and the tenants ntarily agree to pay for it.   However working with CRTMA, FWRT will exercise reasonable rts to convince   tenants to participate and implement Red Line shuttle service. 


    




 










Ga·ee11 Line   Shuttle Study thin twelve monlhsof90% occupancy of200 Sidney Street, FWRT or CRTMAwill   complete uuy on the feasibility of proviuing service connecting the Buildings   to lhc B, C, and D Green e branches. !his stuuy will be unuerlaken by FWRT   alone or in combination with others luding llerhaps temints of the Buildings   or CRTMA and will include estimates of demand autl t. The study will be   presented to the PDTM Planning Officer along with FWRT's ommendations   RidesbuinE Vehicles RT will provide up to 10% of accessory parking in   convenient locations in order to ourage ridesharing. The actual number of   spaces will be adjusted based on usage, but itional preferential spaces will   be available as needed for new ridesharing vehicles.The ployee Transportation   Coordinator will administer, monitor, and adapt the preferential king as   needed. site employees wi'l be provided with access to CARAVAN for Commuter's   Ridesourcc onal ridesource matching database. Also, a project ridematching   database will be developed. · Bicycle and Pedestrian Pro2rams RT will provide   secure bicycle parking in the garage and in exterior locations and such ge   bicycle parking will be covered and secured. No less than the minimum parking   requireu oning will be provided. Short tenn bicycle parking will be provided   near buiiUing entranc s visitors. customers, and couriers. 


    




 










t forth below   is a chart summarizing existing TOM programs for the Garage at1d lots: FWRTon   behalf of 200 Sidney Millennium "' Vertex TVisions 4 huttle   Participation ."' . MBTA Pass l'rogram 1 Guaranteed Ride Home2   Carpooling and Caravan Ride matching lexible Work Schedules ublicity and   Marketing Bicycles/Racks/Showers Discount and Preferential Parking or   Vanpools and Carpools inancial Incentives 3 all cases the TDM measures   described hereunder will ilding owners, or Ute tenants of the Buildings. be   implemented by FWRT, individua . Alternative Woa·k l,a·ograms WRT will   inClude provisions in all leases giving tenants infonnation on the advantages   an nefits of telecommuting, flexible time and compressed .work week programs   and encouragin nants to work directly with the City of Cambridge on such   programs. Millennium oJTers full payment up to $60 per month, deducted form   paychecks before taxes. Millennium also oJTers f1ee taxi voucher.s for   meetings. Millennium oJTers $100 per quarter to employees who elect not to   commute by public transit or car. 21 Eric Slrcellcnants of 35 or less   employees excluded. 


    




 










Department of   Traffic, Parking·and Transportation 57 J:nman Street .• ATTAtk\'YlE-NT '   cambridge, MA 02139 Non-Commercial Parking Space Registration J?orm   ----------------------------------------------------_je ephone,   ------------4-7 l>G" <;T, Cl\1\131<.11:> cPE. M A 0 Z.l 1 of   facility. ephone: Honth... ....:lc:;;.() _ Day_...;.'J o _ Year_G)-"--7-"-­   (Check•one) seart of construction: 0 Ia: Opening of facility; Lot Garage   Honth, c,..;....__ Day : Year---'CJ'-1-"-----)( 0 New facility Modified   facility type of reque1t1 CCheck one) Number of Bxleting parking spaces   Prppos§d Number of parking spaces type of Parking SpACOII Bxi1ting Proposed   Residential Commercial Employee CUstomer Client Patient 'J."''._.,   A\\,--, \T - -1..--'fo E'-i t Jt: · Student Guest Yes ·)I( faciU.ty P•ndt:at   SEE:. AW\«.fg> · t..lrtJii&J No 0 Pt<.ESl'ON .Mm JAtJ 'l./ l'nt; 1   •partments wbo have taken actions •partments. whave action pendingr nt'Name   (Owner) & Title Print Name (Operator) & Title 


    




 










•.. FOR   TRAFFXC, PARXXHG AND TRANSPORTATXON DBPARTMBNT USB ONLY oo NOT tm.:tTB BELOW   TJD:s LINE AltOOlmt.NT I Date Received \v /J.-.t/f\1 Commentsa '-\) €,._, l J   \. ._'t,.,-'''----C..;;;;..J._....,._.;;..,'\;..::..::....,..:."'   L._;\_·_b \_-<:..J'i::Q,t.._:l:...-_Lf.:,_...,.:....:)_..,_,,'-'   \.:;L(..,;I r...; ::.:....;. }:...;.e_=-¥rf-t!..=.......\.-.\_.._......._!   ,_;;;:._±"1'-.'-.l_.-.., _ ..,..;..• )-­ l.:t o J......-f..,......_ · \   t ,·r o\L(.J Y<..-Y) \\J........ . A\.,., rt-. "\:o   (...,.;...,,t""'"" \.. \: c.. "\ ..,"\x:..... J   0 f6'(. r./ <l<.\J "<:.\""'.> .... \\tA.":i....:;;   . oJ\. J ·(:;-. c,..,..:>-.. -..... 't....,,-"\j t Xv t ;..,)   ..Jyt"' \.t.J ""'-\- '-l 0 f'--< '-\o {;.,....\.(_ J \ · 0   Residential t=ategoxy: · Non-Residential or Non-Comme·rcial c,..,...\'l. )..)   A 1 '-":;. .J 1 Humber of parking spaces approyeda   ---------------residential S :t j -----non-residential or non-commercial £   \pproved::Z.M..,., -=w lb -'Z"'l5 -t:.::\/   Date=---------------------Traffic Director . ..... c..,"""'   t-J t\c\.c:.'-.' \ \ ..,...,.,. \ b..'* "t c..._,T · \'1 (. ., '-\I   "\0 '1..1.::.> l.l..) J 'b. ) 't.. \:..A'\.(_ . .. J   "'"" (..(...J '-l 5 l'> t ..... , t. J l::' .   I-""" (,, ,'!. L... '\:' J fc..<-t.J A-\ lo c...-!::) j \,.   J-r:'"<..t.d J U...t. AL"-'.st· SJ.'-1 l\1'\::c.....\. ..P.,r J   )""-U..J vu<.. . . . 9/97 


    




 










Certification I   hereby certify tllat a commercial partcing pennit hns been obtained for each   space being this parking facility have been or will be available o.s   commercial parking spaces Wltil a commctdal parking pcrmlt Uu,rcfor has been   obtained. used for commercial parking. None: of the other cxistinor proposed   parking spaces at Fon Wasbinglon Really Trust .\ David M. Roby, TJUStee .1-.3   j,, /41 Date 


    




 










Vehicle Trips   337,000 SF oflab space@ ITE 760 = 2,782 tripS/day = 386 trips/day 20,000 SF   of office @ ITE 710 Total trips = 3168 trips/day 3168 X 65.6 = 2078 trips/day   


    




 






 



r I ·-·-·_j 1   ,-._-.-,.-..---1'11. ,.... 1.. + .... #ftllle.•/b• ,.._ .....,... ,.........   lol'f) .... .. ., ot t: '( c"""' .t ,...r - .. J.   ....,....'llooo) 1/•1'-IJ'!', """"••• r ..... II I I .   k.. ,,,.,..,.,o) 411o!.ltl'l'. .., lllo!C < >r u.. . NIO ._,,-4U,¥1DIIC   IICJC't,ll., .,... · n:.r. L<t. 1"1'11 . 4""'1.1 : 1   "'· • ..o ,.... ... GollY   If;"""'"'"'·'............o:: ,...,...... - ' ' ''   rr..orr,.:n"nG.•7 n·tnl t t t1 t••t •T t "'. ,_fW,I./t.•O.   t""'r"'ll 


    




 






 



c/o Cambridge   TechnologyPartners 304Vassar Street Cambridge, MA 02139 email coin l@mit.edu   Phone 617•679•.5381 Fax 617•374•8300 ax S Pages l 21, 1999 ph Barr M Planner   of Cambridge ununity Development nman St. bridge, MA 02139 r Joe: se find   attached generic documentation for Charles River Transportation Management   Association's ranteed Ride Hume program. e past few weeks, we have worked   with a number of businesses and developers who are in the process of aring   IPOP or P'IDM plans. Many of these entities have indicated Utey will join   CR1MA, and rely on us for ranteed Ride Home program. attached policies and   procedures will provide you with an overview.ofhow our program will work. The   y and procedure will be reviewed, and may be modified based on the needs of   different CRTMA members, I anticipate programs will be substantially lire   same. aps we should revisit City of Cambridge participation in CRTMA We would   be very interested in ementing a Guaranteed Ride Home program, and ollter TDM   measures for city employees as well! l call to answer any questions that you   may have about Guaranteed Ride Home. erely, Gascoigne cutive Director Tom   Lucey Tom Ragno Debbie Black Joan Peyrebrunc Bob Green 


    




 










t forth below   is a chat1summarizing existing TOM programs for the Garage and lots: FWRTon   behalf of 200 Sidney TVisions 4 Millennium ./ Vertex huUic Participation MBTA   Pass l'rogram 1 Guaranteed Ride Home2 Carpoolingand CaravanRide matching   lexible Work Schedules ublicity and Marketing Bicycles/Racks/Showers Discount   and Preferential Parking or Vanpoots and Carpools Financial Incentives 3 all   cases the TOM measures described hereunder wiiJ ilding owners, or the tenants   of the Buildings. be implemented by FWRT, individual . Alternative Work   l'rograms WRT will include provisions in all leases giving tenants   infonnalion on the advantages and nefits of telecommuting, flexible time and   compressed work week programs and encouraging nants to work directly with the   City of Cambridge on such programs. Millennium offers full payment up to $60   per t11onth, deducted form paychecks before taxes. Millennium also offers   ftee taxi vouchers for meetings. Millennium offers $100 per quarter to   employees who elect not to commute by public transit or car. Zl Eric Street   tenants of JS or less employees excluded. 


    




 










Parking   Ma11agemeut and SOV Disincentives RT will control access to t.he Garage by   issuance of access cards and control devices installed ntrances to the   Garage. . Marketing l'rograms New Employees RT will compile material and   infonnation on each of these measures and provide all of its ants' employees   with a commute altemalives "packet." In addition to information on   each asure, the packet will include a set of guidelines explaining available   options and how lo ablish an in-house TOM program and/or benefits of   participating in the local transportation nagement association. The packet   will also include public transportation schedules, bicycle h infomtation,   location of on-site bicycle parking and location of changing/showering   iIities.. Commuter Newsletter RT will distribute a quarterly newsletter   focusing on altemative commuting. ll1e newsletter l include infonnation on   existing the new TOM programs, discuss advantages of allemative des, provide   maps of transit and shuttle bus routes, provide a question and answer   section, anu vide phone numbers addresses and website addresses for   allemative commute resources and grams. FWRT will designate an individual   responsible for the prouuction and distribution of newsletter, or contract   the task to a third pa11y such as CRTMA. 'Vebsite RT or CRTMA will develop   and maintain a website devoted to altemative conunulc grams and measures or   containing a section devoted to allcmative commuting. At a nimum, the website   will describe the programs, resources and measures providoo to FWRT 


    




 










tenants and   contain links to other websites such as City of Cambridge, MBTA and CARAVA   for Commuters that provide altemative con1muter services and infonnalion. D.   Prontotioal of Transportation ··Fair/Events FWRT will notify itS tenants (via   flyers or posting at ·kiosk, bulletin boards, etc.) of upcomi transportation.   fairs and events organized by others as the schedules for such events beco   available. FWRT or CRTMA will organize an on-site transportation infonnation   fair at lea once a year. E. Commuter lnforiuaUon Centers Commuter lnfonnalion   Centers, including bus schedules and maps, ridesharing marketing fon and   infonnalion about the guaranteed ride home program, will be created in a   central location site. VII. Monitoring and Reporting Plan The monitoring   am..l reporting plan will include the following: • Yearly mode split surveys,   including questions about attit des and suggestions 4126/99f new programs. •   •• Bi-yearly driveway ami parking occupancy counts (starting with the fitst   year of occupancy Commitment to report this infom1alion to U1e city on a   yearly basis· for use in detenuini whether the project is meeting its mode   split commitment. IX. Office of Workforce Development C nunit.:neut. ·FWRT   commits to work with the Cambridge Office of Workforce Development. X.   Co1·porate Office Certificatioaa Attached is the Corporate Office   Certification concerning commercial parking (Attaclfmeut 2 


    




 










EXHIBIT I   TENANT’S PROPERTY None as of the Execution Date. I-1 {A0336717.4 } 


    




 










EXHIBIT J FORM   OF ESTOPPEL CERTIFICATE To: BMR-Sidney Research Campus LLC 17190 Bernardo   Center Drive San Diego, California 92128 Attention: Vice President, Real   Estate Legal BioMed Realty, L.P. 17190 Bernardo Center Drive San Diego,   California 92128 Re: [PREMISES ADDRESS] (the “Premises”) at 40 Erie Street,   Cambridge, Massachusetts (the “Property”) The undersigned tenant (“Tenant”)   hereby certifies to you as follows: 1. Tenant is a tenant at the Property   under a lease (the “Lease”) for the Premises dated as of [ ], 20[ ]. The   Lease has not been cancelled, modified, assigned, extended or amended [except   as follows: [ ]], and there are no other agreements, written or oral,   affecting or relating to Tenant’s lease of the Premises or any other space at   the Property. The lease term expires on [ ], 20[ ]. 2. Tenant took possession   of the Premises, currently consisting of [ ] square feet, on [ ], 20[ ], and   commenced to pay rent on [ ], 20[ ]. Tenant has full possession of the   Premises, has not assigned the Lease or sublet any part of the Premises, and   does not hold the Premises under an assignment or sublease[, except as   follows: [ ]]. 3. All base rent, rent escalations and additional rent under   the Lease have been paid through [ ], 20[ ]. There is no prepaid rent[,   except $[ ]][, and the amount of security deposit is $[ ] [in cash][OR][in   the form of a letter of credit]]. Tenant currently has no right to any future   rent abatement under the Lease, except as may be expressly provided for   therein. 4. Base rent is currently payable in the amount of $[ ] per month.   5. month Tenant is currently paying estimated payments of additional rent of   $[ ] per on account of real estate taxes, insurance, management fees and   Common Area maintenance expenses. 6. All work to be performed for Tenant   under the Lease has been performed as required under the Lease and has been   accepted by Tenant[, except [ ]], and all allowances to be paid to Tenant,   including allowances for tenant improvements, moving expenses or other items,   have been paid. J-1 {A0336717.4 } 


    




 










7. To the best   of Tenant’s knowledge the Lease is in full force and effect, free from   default and free from any event that could become a default under the Lease,   and Tenant has no claims against the landlord or offsets or defenses against   rent, and there are no disputes with the landlord. Tenant has received no   notice of prior sale, transfer, assignment, hypothecation or pledge of the   Lease or of the rents payable thereunder[, except [ ]]. 8. [Tenant has the   following expansion rights or options for leasing additional space at the   Property: [ ].][OR][Tenant has no rights or options to purchase the   Property.] 9. To Tenant’s knowledge, no hazardous wastes have been generated,   treated, stored or disposed of by or on behalf of Tenant in, on or around the   Premises or the Project in violation of any environmental laws. 10. The   undersigned has executed this Estoppel Certificate with the knowledge and   understanding that [INSERT NAME OF LANDLORD, PURCHASER OR LENDER, AS   APPROPRIATE] or its assignee is [acquiring the Property/making a loan secured   by the Property] in reliance on this certificate and that the undersigned   shall be bound by this certificate. The statements contained herein may be   relied upon by [INSERT NAME OF PURCHASER OR LENDER, AS APPROPRIATE],   BMR-Sidney Research Campus LLC, BioMed Realty, L.P., BioMed Realty Trust,   Inc., and any [other] mortgagee of the Property and their respective   successors and assigns. Any capitalized terms not defined herein shall have   the respective meanings given in the Lease. Dated this [ ] day of [ ], 20[ ].   NEON THERAPEUTICS, INC. a Delaware corporation By: Name: Title: K-2 {A0336717.4   } 


    




 










EXHIBIT K   TENANT WORK INSURANCE SCHEDULE Tenant shall be responsible for requiring all   of Tenant contractors doing construction or renovation work to purchase and   maintain such insurance as shall protect it from the claims set forth below   which may arise out of or result from any Tenant Work whether such Tenant   Work is completed by Tenant or by any Tenant contractors or by any person   directly or indirectly employed by Tenant or any Tenant contractors, or by   any person for whose acts Tenant or any Tenant contractors may be liable: 1.   Claims under workers’ compensation, disability benefit and other similar   employee benefit acts which are applicable to the Tenant Work to be   performed. 2. Claims for damages because of bodily injury, occupational   sickness or disease, or death of employees under any applicable employer’s   liability law. 3. Claims for damages because of bodily injury, or death of   any person other than Tenant’s or any Tenant contractors’ employees. 4.   Claims for damages insured by usual personal injury liability coverage which   are sustained (a) by any person as a result of an offense directly or   indirectly related to the employment of such person by Tenant or any Tenant   contractors or (b) by any other person. 5. Claims for damages, other than to   the Tenant Work itself, because of injury to or destruction of tangible   property, including loss of use therefrom. 6. Claims for damages because of   bodily injury or death of any person or property damage arising out of the   ownership, maintenance or use of any motor vehicle. Tenant contractors’   Commercial GeneralLiability Insuranceshall include premises/operations   (including explosion, collapse and underground coverage if such Tenant Work   involves any underground work), elevators, independent contractors, products   and completed operations, and blanket contractual liability on all written   contracts, all including broad form property damage coverage. Tenant   contractors’ Commercial General, Automobile, Employers and Umbrella Liability   Insurance shall be written for not less than limits of liability as follows:   a. Commercial General Liability: Commercially reasonable amounts, but in any   event no less than $1,000,000 per Bodily Damage Injury and Property   occurrence and $2,000,000 general aggregate, with $2,000,000 products and   completed operations aggregate. K-1 {A0336717.4 } 


    




 






 



b. Commercial   Automobile Liability: $1,000,000 per accident Bodily Damage Injury and   Property c. Employer’s Liability: Each Accident Disease – Policy Limit   Disease – Each Employee $500,000 $500,000 $500,000 d. Umbrella Liability:   Commercially reasonable amounts (excess of coverages a, b and c above), but   in any event no less than $5,000,000 per occurrence / aggregate. Bodily   Damage Injury and Property All subcontractors for Tenant contractors shall   carry the same coverages and limits as specified above, unless different   limits are reasonably approved by Landlord. The foregoing policies shall   contain a provision that coverages afforded under the policies shall not be   canceled or not renewed until at least thirty (30) days’ prior written notice   has been given to the Landlord. Certificates of insurance including required   endorsements showing such coverages to be in force shall be filed with   Landlord prior to the commencement of any Tenant Work and prior to each   renewal. Coverage for completed operations must be maintained for the lesser   of ten (10) years and the applicable statue of repose following completion of   the Tenant Work, and certificates evidencing this coverage must be provided   to Landlord. The minimum A.M. Best’s rating of each insurer shall be A-VII. Landlord   and its mortgagees shall be named as an additional insureds under Tenant   contractors’ Commercial General Liability, Commercial Automobile Liability   and Umbrella Liability Insurance policies as respects liability arising from   work or operations performed, or ownership, maintenance or use of autos, by   or on behalf of such contractors. Each contractor and its insurers shall   provide waivers of subrogation with respect to any claims covered or that   should have been covered by valid and collectible insurance, including any   deductibles or self-insurance maintained thereunder. If any contractor’s work   involves the handling or removal of asbestos (as determined by Landlord in   its sole and absolute discretion), such contractor shall also carry Pollution   Legal Liability insurance. Such coverage shall include bodily injury,   sickness, disease, death or mental anguish or shock sustained by any person;   property damage, including physical injury to or destruction of tangible   property (including the resulting loss of use thereof), clean-up costs and   the loss of use of tangible property that has not been physically injured or   destroyed; and defense costs, charges and expenses incurred in the   investigation, adjustment or defense of claims for such damages. Coverage shall   apply to both sudden and non-sudden pollution conditions including the   discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids,   alkalis, toxic chemicals, liquids or gases, waste materials or other   irritants, contaminants or pollutants into or upon land, the atmosphere or   any watercourse or body of water. Claims-made coverage is permitted, provided   the policy retroactive date is continuously maintained prior to the Term   Commencement Date, and coverage is continuously maintained during all periods   in which K-2 {A0336717.4 } 


    




 










Tenant occupies   the Premises. Coverage shall be maintained with limits of not less than   $1,000,000 per incident with a $2,000,000 policy aggregate. K-3 {A0336717.4 }   


    




 










FIRST AMENDMENT   TO LEASE THIS FIRST AMENDMENT TO LEASE (1:his "Amendment") is   entered into as of th day of April, 2016, by and between BMR-SIDNEY RESEARCH   CAMPUS LLC, ware limited liability company ("Landlord"), and NEON   THERAPEUTICS, INC., ware corporation ("Tenant"). RECITALS A.   WHEREAS, Landlord and Tenant are parties to that certain Lease dated as ry   21, 2016 (as the same may have been amended, supplemented or modified from   time the "Existing Lease"), whereby Tenant leases certain premises   (the "Premises") fro ord the building at 40 Erie Street in Boston,   Massachusetts (the "Building"); B. WHEREAS, pursuant to the   Existing Lease, Tenant has elected to establish an ain a separate fire   control area within the Premises; and C. WHEREAS, Landlord and Tenant desire   to modify and amend the Existing Lea firm Tenant's election and only in the   respects and on the conditions hereinafter stated. AGREEMENT NOW, THEREFORE,   Landlord and Tenant, in consideration of the mutual promis ined herein and   for other good and valuable consideration , the receipt and sufficiency are   hereby acknowledged, and intending to be legally bound, agree as follows: 1.   Definitions. For purposes of this Amendment, capitalized terms shall have t   ings ascribed to them in the Existing Lease unless otherwise defined herein.   The Exi sti , as amended by this Amendment, is referred to collectively   herein as the "Lease." Fro fter the date hereof, the term   "Lease," as used in the Existing Lease, shall mean the Existin , as   amended by this Amendment. 2. Control Area. In accordance with Section 21.9   of the Existing Lease, Tenant h d to establish and maintain a Tenant Control   Area for the use and storage of Hazardo rials. Accordingly, Tenant shall not   have an y rights to u se the Building Control Area. F oidance of doubt, this   Amendment is intended only to confirm Tenant's election, and sha e deemed to   modify or waive an y other provisions of Section 21.9. 3. Broker. Tenant   represents and warrants that it has not dealt with any broker in the   negotiation for or the obtaining of this Amendment, and agrees to reimburs   nif y, save, defend (at Landlord 's option and with counsel reasonably   acceptable lord, at Tenant 's sole cost and expense) and hold harmless the   Landlord Indernnitees fo and against any and all cost or liability for   compensation claimed by any such broker , employed or engaged by it or   claiming to have been employed or engaged by it. APPROVED BIOMED RGAL 


    




 










4. No Default.   Landlord and Tenant represent, warrant and covenant that, to the be eir   knowledge, neither Landlord nor Tenant are in default of any of their   respecti ations under the Existing Lease nor has an event occurred, that with   the passage of time ving of notice (or both) would constitute a default by   either Landlord or Tenant thereunde 5. Notices. Tenant confirms that,   notwithstanding anything in the Lease to t ary, notices delivered to Tenant   pursuant to the Lease prior to the Term Commenceme should be sent to: Neon   Therapeutics, Inc. 215 First Street, Suite 340 Cambridge, MA 02142 Attn:   Robert Ang wing the Term Commencement Date, Tenant's Address for Notices and   Invoices shall be t remises, Attn: Robert Ang. 6. Effect of Amendment. Except   as modified by this Amendment, the Existin and all the covenants, agreements,   terms, provisions and conditions thereof shall remain orce and effect and are   hereby ratified and affirmed. In the event of any conflict betwe rms   contained in this Amendment and the Existing Lease, the terms herein   contained sha sede and control the obligations and liabilities of the   parties. 7. Successors and Assigns. Each of the covenants, conditions and   agreemen ined in this Amendment shall inure to the benefit of and shall apply   to and be binding upo arties hereto and their respective heirs, legatees,   devisees, executors, administrators an tted successors and assigns and   sublessees. Nothing in this section shall in any way alt ovisions of the   Lease restricting assignment or subletting. 8. Miscellaneous. This Amendment   becomes effective only upon execution a ery hereof by Landlord and Tenant.   The captions of the paragraphs and subparagraphs mendment are inserted and   included solely for convenience and shall not be considered any effect in   construing the provisions hereof. All exhibits hereto are incorporated here   ference.Submission of this instrument for examination or signature by Tenant   does n itute a reservation of or option for a lease, and shall not be   effective as a lease, lea dment or otherwise until execution by and delivery   to both Landlord and Tenant. 9. Authority. Each party guarantees, warrants   and represents that the individual iduals signing this Amendment have the   power, authority and legal capacity to sign th dment on behalf of and to bind   all entities, corporations, partnerships, limited liabili anies, joint   venturers or other organizations and entities on whose behalf such individual   iduals have signed. 10. Counterparts; Facsimile and PDF Signatures. This   Amendment may be execut e or more counterparts, each of which, when taken   together, shall constitute one and t document. A facsimile or portable   document format (PDF) signature on this Amendme be equivalent to, and have   the same force and effect as, an original signature. 


    




 










IN WITNESS   WHEREOF, Landlord and Tenant have executed this Amendment as a sealed   Massachusetts instrument as of the date and year first above written.   LANDLORD: BMR-SIDNEY RESEARCH CAMPUS LLC, a Delaware limited liability   company By: /s/ William Kane Name: William Kane Title: Senior Vice President   East Coast Leasing TENANT: NEON THERAPEUTICS, INC. a Delaware corporation By:   /s/ Cary Pfeffer Name: Cary Pfeffer Title: Interim CEO


    




 








 



SECOND   AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this "Amendmen   t") is entered into as o s 3\j\-day of August, 20 16 (the   "Execution Date"), by a nd between BMR-SIDNE SEARCH CAMPUS LLC, a   Delaware limited liability company ("Landlord"), and NEO   ERAPEUTICS, INC., a Delaware corporation ("Ten ant"). RECITALS A.   WHEREAS, Landl ord and Tenant are patties to that certain Lease dated as o   uary 21 , 2016, as a mended by that certa in First Amendment to Lease dated   as of April 1 16 (as the same may have been amended, suppl em e nted o r m   odified from time to time, th x i st ing Lease"), whereby Tenant l eases   certa in premises (t h e "Prem i ses") from Landlord bui l ding at   40 Eri e St reet in Boston, Massachu setts (the "Building"); B.   WHEREAS, La ndl ord desires to grant to Tenant, and Tenant desires to accept   an ume from La ndl ord, a license to use certain space outside the Prem i ses   a nd within th mm on Area; and C. WHEREAS, Land l ord and Tenant desire to   modify and amend the Existing Leas y in the respects a nd on the condit i o n   s h ereinafter sta ted. AGREEMENT NOW, THEREFORE, Land lord and Tenant, in consideration   of the mutual promise ntained herein and for other good and valuable con   sideration, the receipt and sufficiency o i ch are hereby acknow l edged, and   intendin g to be l ega lly bo und , agree as foll ows: 1. Definitions. For   purposes of this Amendment, capita li zed terms shall have th anin gs   ascribed to t h em in the Existing Lease unl ess otherw i se defi ned h   erein. The Existin ase, as amended by thi s Amendment, i s referred to   collecti vely herein as the "Lease." From d after the date he reof,   the term "Lease," as u sed in the Ex isting Lease, shall mean the   Ex i stin ase, as amended by this Amendment. 2. License Area. From and after   the Execution Date, Tenant shall have a non nsferable, exc lusive li cense,   whi ch shall be irrevocable for the Term of t he Lease except if du a Defau   lt of Tenant, to u se the area depicted on Exhibit A attached h ereto (the   "L icen se Are the Term for the sole purpose of insta lling and   maintaining a nitroge n tank to serve Tenant siness operati ons in the Premises   ("Tenant 's Outdoor Eq uipm ent"). Notw ithsta nding th egoing,   Tenant shall be entitl ed to transfer Tenant's interest in and to the licen   se to Tenant fi li ate or ot her entity assuming the Lease or subl eas in g a   ll or an y portion of the Premise rsuant to an Exempt Transfer. Other than as   specifically set forth in this Amendment, th ms of Tenant's u se of the   License Area shall be on the same terms and condition s as Tenant of the   Premises, including without limita ti on , those rel ated to repair and m a   intenanc terations, in surance a nd surrend er obligati on s upon th e   expiration or ea rlier termin ati on of t h ase. Ten a nt sh all not be obli   gated to pay any Base Rent, Taxes, or Operating Expen ses wit pect to the   License Area. Tenant sha ll, h owever, pay for any electricity or other uti   lities u se Tenant's Outdoor Eq uipm ent at the times and in the manner   prescribed for paym ent of othe APPROVED BIOMED REALTY 


    




 










lities in the   Lease. Tenant acknowledges that the License Area is not demised, that Landlor   no obligation to provide security to the License Area, and that Landlord will   not be liable y of Tenant's Outdoor Equipment is damaged, stolen or fails to   function properly. 3. Condition of License Area. Tenant acknowledges and   agrees that (a) Tenant ly familiar with the condition of the License Area   and, notwithstanding anything contained i Lease to the contrary, agrees to   occupy the same it is condition "as is" as of the Executio te, (b)   Landlord has not made and does not hereby make any representation or warranty   of an d, express or implied, with respect to the License Area, including but   not limited to an resentation or warranty that the License Area is suitable   for the use permitted under thi endment, and (c) Landlord shall have no   obligation to alter, repair or othetwise prepare th ense Area for Tenant's   continued occupancy or to pay for any improvements to the Licens ea. Any   improvements to the License Area shall be deemed to be an Alteration requirin   ndlord consent pursuant to Article 17. Tenant shall at all times maintain the   License Area an nant's Outdoor Equipment, in good, clean and safe condition,   free of all debris and trash. An mage, destruction, graffiti or debris   around, to, or on the License Area, Building or Propert sed by a Tenant Party   shall be Tenant's responsibility. 4. Relocation Right. Landlord shall have   the right to relocate the License Area upo least thirty (30) days' prior   written notice, which relocation shall be performed by Tenant ndlord's   reasonable cost, unless such relocation is required by Applicable Laws, in   which cas relocation costs shall be borne by Tenant. 5. Broker. Tenant   represents and warrants that it has not dealt with any broker o ent in the   negotiation for or the obtaining of this Amendment, and agrees to reimburs   emnify, save, defend (at Landlord's option and with counsel reasonably   acceptable t ndlord, at Tenant's sole cost and expense) and hold harmless the   Landlord Indemnitees fo m and against any and all cost or liability for   compensation claimed by any such broker ent, employed or engaged by it or   claiming to have been employed or engaged by it. 6. No Default. Landlord and   Tenant represent, warrant and covenant that, to the be their knowledge,   neither Landlord nor Tenant are in default of any of their respectiv   ligations under the Existing Lease nor has an event occurred, that with the   passage of time o giving of notice (or both) would constitute a default by   either Landlord or Tenant thereunder 7. Notices. Tenant confirms that,   notwithstanding anything in the Lease to th ntrary, notices delivered to   Tenant pursuant to the Lease prior to the Term Commenceme te should be sent   to: Neon Therapeutics, Inc. 215 First Street, Suite 340 Cambridge, MA 02142   Attn: Robert Ang llowing the Term Commencement Date, Tenant's Address for   Notices and Invoices shall be t Premises, Attn: Robert Ang. 


    




 










8. Effect of   Amendment. Except as modified by this Amendment, the Existin ase and all the   covenants, agreements, terms, provisions and conditions thereof shall remain   i l force and effect and are hereby ratified and affirmed. In the event of   any conflict betwee terms contained in this Amendment and the Existing Lease,   the terms herein contained sha persede and control the obligations and   liabilities of the pa1ties. 9. Successors and Assigns. Each of the covenants,   conditions and agreemen ntained in this Amendment shall inure to the benefit   of and shall apply to and be binding upo parties hereto and their respective   heirs, legatees, devisees, executors, administrators an rmitted successors   and assigns and sublessees. Nothing in this section shall in any way alt   provisions of the Lease restricting assignment or subletting. I 0.   Miscellaneous. This Amendment becomes effective only upon execution an ivery   hereof by Landlord and Tenant. The captions of the paragraphs and   subparagraphs i s Amendment are inse1ied and included solely for convenience   and shall not be considered o en any effect in construing the provisions   hereof. All exhibits hereto are incorporated herei reference.Submission of   this instrument for examination or signature by Tenant does n nstitute a reservation   of or option for a lease, and shall not be effective as a lease, leas endment   or otherwise until execution by and delivery to both Landlord and Tenant. II.   Authority. Each party guarantees, warrants and represents that the individual   o ividuals signing this Amendment have the power, authority and legal   capacity to sign th mendment on behalf of and to bind all entities,   corporations, partnerships, limited liabilit mpanies, joint venturers or   other organizations and entities on whose behalf such individual o ividuals   have signed. 12. Counterpa1is: Facsimile and PDF Signatures. This Amendment   may be execute one or more counterpmts, each of which, when taken together,   shall constitute one and th me document. A facsimile or portable document   format (PDF) signature on this Amendme all be equivalent to, and have the   same force and effect as, an original signature. [Signature page follows} 


    




 










IN WITNESS   WHEREOF, Landlord and Tenant have executed this Amendment as a sealed   Massachusetts instrument as of the date and year first above written.   LANDLORD: BMR-SIDNEY RESEARCH CAMPUS LLC, a Delaware limited liability   company By: /s/ William Kane Name: William Kane Title: Senior Vice President   East Coast Leasing TENANT: NEON THERAPEUTICS, INC. a Delaware corporation By:   /s/ Robert Ang Name: Robert Ang Title: Chief Business Officer


    




 






 



Plan of License   Area [See attached] 


    




 










'" IBl   BfoMed Real WTROGEl PAD AND FENCE ·OIKover he'"· NITROGEN TANK -   LOCATION PLAN SCALE: 1/16-1'-0 .....,."' ... 111181   "'""'" ....,l.o.E.lN..1.H.I.J.W.I.Il.ii.i 40 £!liE STREET   CA!JBiliOGE w.ss...c usrrrs 6' HIGH FENCE -XXX - =-<..,.. 1JUNE tOl   lrrRo.J """""" .... J? W..,lrr JP .....: loS   OIED