THIRD AMENDMENT TO LEASE


THIS THIRD
AMENDMENT TO LEASE (this "Third Amendment") is made as of _________ 2011, by and between ARE-819/863 MITTEN ROAD, LLC,
a Delaware limited liability company ("Landlord"), and JUVARIS BIOTHERAPEUTICS, INC., a Delaware corporation ("Tenant").


RECITALS


A.         
Landlord and Tenant entered into that certain Lease Agreement dated as of February 15, 2007,
as amended by that certain First Amendment to Lease dated as of February 29,2008 and as further amended by that certain Second
Amendment to Lease dated as of September 18, 2008 (as amended, the "Lease"). Pursuant to the Lease, Tenant leases certain
premises consisting of approximately 22,258 rentable square feet ("Premises") in a building located at 866 Malcolm Road,
Burlingame, California 94010. The Premises are more particularly described in the Lease. Capitalized terms used herein without
definition shall have the meanings defined for such terms in the Lease.


B.         
Landlord and Tenant desire to, subject to the terms and conditions set forth herein, among
other things, amend the Lease to reflect the surrender of that portion of the Premises consisting of approximately 10,834 rentable
square feet, as more particularly described on Exhibit a attached to this First Amendment ("Surrender Premises") as of
the date of this Third Amendment ("Surrender Date").


NOW, THEREFORE, in consideration
of the foregoing Recitals, which are incorporated herein by this reference, the mutual promises and conditions contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:


2.                   
Building. As of the Surrender Date, the definition of "Building" on Page
1 of the Lease is hereby amended and restated in its entirety as follows:


"Building: 866 Malcolm Road, Suite
100F, Burlingame, California 94010."


3.                   
Premises. As of the Surrender Date, the definition of "Premises" on Page
1 of the Lease is hereby amended and restated in its entirety as follows:


"Premises: That Building containing
approximately 11,424 rentable square feet, as determined by Landlord, as shown on Exhibit A."


Commencing on the Surrender Date, Exhibit
a attached to the Lease shall be amended to exclude the Surrender Premises.


4.          
Rentable Area of Premises. As of the Surrender Date, the definition of "Rentable
Area of Premises" on Page 1 of the Lease is hereby amended and restated in its entirety as follows:


"Rentable Area of Premises; 11,424
sq. ft."


5.          
Building's Share of Project. Commencing on the Surrender Date, the defined term "Building's
Share of Project" on page 1 of the Lease is deleted in their entirety and replaced with the following:


"Building's Share of Project: 10.73%"


6.          
Base Rent. Tenant shall continue paying Base Rent for the Premises as required under
the Lease through the expiration of the Base Term. Notwithstanding the foregoing, commencing on the Surrender Date, Tenant shall
no longer be required to pay Base Rent with respect to the Surrender Premises.



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7.         
Security Deposit. Commencing on the Surrender Date, the defined term "Security
Deposit" on page 1 of the Lease is deleted in their entirety and replaced with the following:


"Security Deposit: $60,425.54"


8.         
Surrender of the Surrender Premises. The Lease with respect to the Surrender Premises
shall terminate as provided for in the Lease on the Surrender Date. Tenant shall voluntarily surrender the Surrender Premises on
or before such date in the condition which Tenant is required to surrender the Surrender Premises as of the expiration of the Lease,
Tenant agrees to cooperate with Landlord in all matters, as applicable, relating to surrendering of the Surrender Premises as required
under the Lease. From and after the Surrender Date, Tenant shall have no further rights of any kind with respect to the Surrender
Premises. Notwithstanding the foregoing, those provisions of the Lease which, by their terms, survive the termination of the Lease
shall survive the surrender of the Surrender Premises and termination of the Lease with respect to the Surrender Premises as provided
for herein. Nothing herein shall excuse Tenant from Its obligations under the Lease with respect to the Surrender Premises prior
to the Surrender Date.


9.         
Brokers. Landlord and Tenant each represents and warrants that it has not dealt with
any broker, agent or other person (collectively, "Broker") in connection with the transaction reflected in this Third
Amendment and that no Broker brought about this transaction. Landlord and Tenant each hereby agree to indemnify and hold the other
harmless from and against any claims by any Broker, other than the brokers, if any named in this Third Amendment, claiming a commission
or other form of compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this leasing transaction.


10.       
Miscellaneous.


a.          
This Third Amendment is the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. This Third Amendment may
be amended only by an agreement in writing, signed by the parties hereto.


b.          
This Third Amendment is binding upon and shall inure to the benefit of the parties hereto,
their respective agents, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs,
successors in interest and shareholders.


c.          
This Third Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any
counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page
is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this
Third Amendment attached thereto.


d.          
Except as amended and/or modified by this Third Amendment, the Lease is hereby ratified and
confirmed and all other terms of the Lease shall remain in full force and effect, unaltered and unchanged by this Third Amendment.
In the event of any conflict between the provisions of this Third Amendment and the provisions of the Lease, the provisions of
this Third Amendment shall prevail. Whether or not specifically amended by this Third Amendment, all of the terms and provisions
of the Lease are hereby amended to the extent necessary to give effect to the purpose and intent of this Third Amendment.



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IN WITNESS WHEREOF, the
parties hereto have executed this Third Amendment as of the day and year first above written.


 


	LANDLORD:	ARE-819/863 MITTEN ROAD, LLC,
		A Delaware limited liability company
		By:	ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
			
        a Delaware limited partnership,

        managing member

	 	 	 	 	 
			By:	ARE-QRS CORP.,
				
        A Maryland corporation,

        General partner

	 	 	 	 	 
				By:	
				lts:	
	 	 	 	 	 
	TENANT:	JUVARIS BIOTHERAPEUTICS, INC.,
		a Delaware corporation			
	 	 	 	 	 
		By:			
		Name:			
		Title:	CFO		
	 	 	 	 	 	 	 



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EXHIBIT A


The Surrender Premises


[Attached]



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EXHIBIT D 


LEASE AGREEMENT


 (Attached)



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LEASE AGREEMENT


THIS LEASE AGREEMENT (this "Lease")
is made this ___ day of ___________ 2011, between ARE-819/863 MITTEN ROAD, LLC, a Delaware limited liability company ("Landlord"),
and JUVARIS BIOTHERAPEUTICS, INC., a Delaware corporation ("Tenant").


Address: 866 Malcolm Road, Suite 900E,
Burlingame, California 94010.


Premises:That portion
of the Project, containing approximately 10,834 rentable square feet, as determined by Landlord, as shown on Exhibit A.


Project:The real
property on which the Building in which the Premises are located, together with all improvements thereon and appurtenances thereto
as described on Exhibit B.


Building: The specific building in the
Project located at 866 Malcolm Road, Burlingame, California.


Base Rent:$2.92 per rentable square foot
per month


Rentable Area of Premises: 10,834 sq. ft.


Rentable Area of Building: 10,834 sq. ft.Building's Share
of Project: 10.17%


Rentable Area of Project: 106,497 sq. ft.


Tenant's Share of Operating Expenses: 100%


Security Deposit: $117,730.36


Rent Adjustment Percentage: Greater of 3%
or the CPI Adjustment Percentage not to exceed 5%.


Base Term:Beginning on the Commencement
Date and ending February 29, 2012.


Permitted Use:Research
and development laboratory, manufacturing, related office and other related uses consistent with the character of the Project and
otherwise in compliance with the provisions of Section 7 hereof.


Address for Rent Payment:Landlord's
Notice Address:


385 E. Colorado Boulevard, Suite 299385 E.
Colorado Boulevard, Suite 299


Pasadena, CA 91101Pasadena, CA 91101


Attention: Accounts ReceivableAttention:
Corporate Secretary


Tenant's Notice Address:


863 Mitten Road


Burlingame, California 94010


Attention: Chief Executive Officer


and


6200 Stoneridge Mall Road


Pleasanton, CA 94588


Attention: Chief Executive Officer



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

        [ X ] EXHIBIT A - PREMISES DESCRIPTION

        [ X ] EXHIBIT C - INTENTIONALLY OMITTED

        [ X ] EXHIBIT E - RULES AND REGULATIONS

        [ X ] EXHIBIT G - CORE ASSET EQUIPMENT
	
        [ X ] EXHIBIT B - DESCRIPTION OF PROJECT

        [ X ] EXHIBIT D - COMMENCEMENT DATE

        [ X ] EXHIBIT F - TENANT'S PERSONAL PROPERTY

        [ X ] EXHIBIT H - ASBESTOS DISCLOSURE



1. Lease of Premises.
Upon and subject to all of the terms and conditions hereof, Landlord hereby leases the Premises to Tenant and Tenant hereby leases
the Premises from Landlord. The portions of the Project which are for the non-exclusive use of tenants of the Project are collectively
referred to herein as the "Common Areas." Landlord reserves the right to modify Common Areas, provided that such modifications
do not materially adversely affect Tenant's use of the Premises for the Permitted Use and provided that such modifications do not
materially increase the obligations or materially decrease the rights of Tenant under this Lease.


2. Delivery; Acceptance
of Premises; Commencement Date. Landlord and Tenant hereby acknowledge that the "Commencement Date" of this Lease shall
be the date that this Lease Is mutually executed and delivered by the parties. Upon request of Landlord, Tenant shall execute and
deliver a written acknowledgment of the Commencement Date and the expiration date of the Term in the form of the "Acknowledgement
of Commencement Date" attached to this Lease as Exhibit D; provided, however, Tenant's failure to execute and deliver such
acknowledgment shall not affect Landlord's rights hereunder. The "Term" of this Lease shall be the Base Term, as defined
above on the first page of this Lease.


Landlord and Tenant acknowledge
and agree that immediately prior to the date hereof, Tenant occupied the Premises pursuant to a Lease Agreement with Landlord dated
February 15, 2007, as amended (as amended, "Prior Lease").


Except as set forth in
this Lease, if applicable: (i) Landlord shall have no obligation for any defects in the Premises; and (ii) Tenant's occupancy of
the Premises pursuant to the terms of the Prior Lease shall be conclusive evidence that Tenant accepts the Premises and that the
Premises are in good condition.


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


3. Rent.


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


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



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4.          
Intentionally Omitted.


5.          
Operating Expense Payments. Landlord shall deliver to Tenant a written estimate of Operating
Expenses for each calendar year during the Term (the "Annual Estimate"), which may be revised by Landlord from time to
time during such calendar year. During each month of the Term, on the same date that Base Rent is due, Tenant shall pay Landlord
an amount equal to 1/12th of Tenant's Share of the Annual Estimate. Payments for any fractional calendar month shall be prorated.


The term "Operating
Expenses" means all costs and expenses of any kind or description whatsoever incurred or accrued each calendar year by Landlord
with respect to the Building (including the Building's Share of all costs and expenses of any kind or description incurred or accrued
by Landlord with respect to the Project which are not specific to the Building or any other building located in the Project) (including,
without duplication, Taxes (as defined in Section 9), capital repairs and improvements amortized over the lesser of 10 years
or the useful life of such capital items as reasonably determined by Landlord ("Approved Capital Expenses"), and the
costs of Landlord's third party property manager or, if there is no third party property manager, administration rent in the amount
of 3.0% of Base Rent), excluding only:


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


(b)             
capital expenditures for expansion of the Project and other capital expenditures to the extent
not Approved Capital Expenses;


(c)              
costs incurred in connection with the environmental cleanup, response action or remediation
on, in or under or about the Project, to the extent related to the known presence of Hazardous Materials (as herein defined) in,
on or under or about the Project on or before the date hereof,


(d)             
interest, principal payments of Mortgage (as defined in Section 27) debts of Landlord,
financing costs and amortization of funds borrowed by Landlord, whether secured or unsecured and all payments of base rent (but
not taxes or operating expenses) under any ground lease or other underlying lease of all or any portion of the Project;


(e)              
depreciation of the Project and capital expense reserves (except for capital improvements,
the cost of which are includable in Operating Expenses);


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


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


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


(i)               
costs of utilities outside normal business hours sold to tenants of the Project;


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


(k)              
salaries, wages, benefits and other compensation paid to officers and employees of Landlord
who are not assigned in whole or in part to the operation, management, maintenance or repair of the Project;



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


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


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


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


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


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


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


(s)              
costs incurred In the sale or refinancing of the Project;


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


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


(v)              
costs incurred in connection with the operation of any parking concession within the Project;


(w)            
costs incurred in connection with the performance of alterations or modifications to the Project
(other than the Premises) that are required solely due to the non-compliance of the Project (other than the Premises) with Legal
Requirements applicable to the Project as of the date hereof; and


(x)              
costs due to casualty (including insurance deductibles) or condemnation to the extent Tenant's
Share of such costs exceed an amount equal to 4 month's Base Rent in any year.


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



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The Annual
Statement shall be final and binding upon Tenant unless Tenant, within 30 days after Tenant's receipt thereof, shall contest any
Item therein by giving written notice to Landlord, specifying each item contested and the reason therefore. If, during such 30
day period, Tenant reasonably and in good faith questions or contests the accuracy of Landlord's statement of Tenant's Share of
Operating Expenses, Landlord will provide Tenant with access to Landlord's books and records relating to the operation of the Project
and such information as Landlord reasonably determines to be responsive to Tenant's questions (the "Expense Information").
If after Tenant's review of such Expense Information, Landlord and Tenant cannot agree upon the amount of Tenant's Share of Operating
Expenses, then Tenant shall have the right to have an independent public accounting firm selected by Tenant from among the 4 largest
in the United States, working pursuant to a fee arrangement other than a contingent fee (at Tenant's sole cost and expense) and
approved by Landlord (which approval shall not be unreasonably withheld or delayed), audit and/or review the Expense Information
for the year in question (the "Independent Review"). The results of any such Independent Review shall be binding on Landlord
and Tenant. If the Independent Review shows that the payments actually made by Tenant with respect to Operating Expenses for the
calendar year in question exceeded Tenant's Share of Operating Expenses for such calendar year, Landlord shall at Landlord's option
either (i) credit the excess amount to the next succeeding installments of estimated Operating Expenses or (ii) pay the excess
to Tenant within 30 days after delivery of such statement, except that after the expiration or earlier termination of this Lease
or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant after deducting all other amounts
due Landlord. If the Independent Review shows that Tenant's payments with respect to Operating Expenses for such calendar year
were less than Tenant's Share of Operating Expenses for the calendar year. Tenant shall pay the deficiency to Landlord within 30
days after delivery of such statement. If the Independent Review shows that Tenant has overpaid with respect to Operating Expenses
by more than 5% then Landlord shall reimburse Tenant for all costs incurred by Tenant for the Independent Review. Operating Expenses
for the calendar years in which Tenant's obligation to share therein begins and ends shall be prorated.


The measurement provided
for on the first page of this Lease shall conclusively be deemed to be the rentable square footage of the Premises and shall not
be subject to further remeasurement. Tenant's Share of Operating Expenses shall be subject to further adjustment for changes in
the physical size of the Building or the Project occurring thereafter. If Landlord has a reasonable basis for doing so, Landlord
may equitably increase Tenant's Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement,
or service that benefits only the Premises or only a portion of the Project that includes the Premises or that varies with occupancy
or use. Base Rent, Tenant's Share of Operating Expenses and all other amounts payable by Tenant to Landlord hereunder are collectively
referred to herein as "Rent."


6.          
Security Deposit. Tenant shall deposit with Landlord, upon delivery of an executed
copy of this Lease to Landlord, a security deposit (the "Security Deposit") for the performance of all of Tenant's obligations
hereunder in the amount set forth on page 1 of this Lease, which Security Deposit shall be in the form of an unconditional and
irrevocable letter of credit (the "Letter of Credit"): (i) in form and substance satisfactory to Landlord, (ii) naming
Landlord as beneficiary, (iii) expressly allowing Landlord to draw upon It at any time from time to time by delivering to the issuer
notice that Landlord is entitled to draw thereunder, (iv) issued by an FDIC-insured financial institution satisfactory to Landlord,
and (v) redeemable by presentation of a sight draft in the state of Landlord's choice. If Tenant does not provide Landlord with
a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration date
of any then current Letter of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit and
hold the funds drawn in cash without obligation for interest thereon as the Security Deposit, The Security Deposit shall be held
by Landlord as security for the performance of Tenant's obligations under this Lease. The Security Deposit is not an advance rental
deposit or a measure of Landlord's damages in case of Tenant's default. Upon each occurrence of a Default (as defined in Section
20), Landlord may use all or any part of the Security Deposit to pay delinquent payments due under this Lease, future rent
damages under California Civil Code Section 1951.2, and the cost of any damage, injury, expense or liability caused by such Default,
without prejudice to any other remedy provided herein or provided by law.. Landlord's right to use the Security Deposit under this
Section 6 includes the right to use the Security Deposit to pay future rent damages following the termination of this Lease
pursuant to Section 21(c) below. Upon any use of all or any portion of the Security Deposit, Tenant shall pay Landlord on
demand the amount that will restore the Security Deposit to the amount set forth on Page 1 of this Lease. Tenant hereby waives
the provisions of any law, now or hereafter in force, including, without limitation, California Civil Code Section 1951.7, which
provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment
of Rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those
sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the act
or omission of Tenant or any officer, employee, agent or invitee of Tenant. Upon bankruptcy or other debtor-creditor proceedings
against Tenant, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord
for periods prior to the filing of such proceedings. Upon any such use of all or any portion of the Security Deposit, Tenant shall,
within 5 days after demand from Landlord, restore the Security Deposit to its original amount. If Tenant shall fully perform every
provision of this Lease to be performed by Tenant, the Security Deposit, or any balance thereof (i.e., after deducting therefrom
all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant (or, at Landlord's option,
to the last assignee of Tenant's interest hereunder) within 90 days after the expiration or earlier termination of this Lease.



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


7.          
Use. The Premises shall be used solely for the Permitted Use set forth in the basic
lease provisions on page 1 of this Lease, and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives,
permits, licenses, covenants and restrictions now or hereafter applicable to the Premises, and to the use and occupancy thereof,
including, without limitation, the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations
promulgated pursuant thereto, "ADA") (collectively, "Legal Requirements" and each, a "Legal Requirement").
Tenant shall, upon 5 days' written notice from Landlord, discontinue any use of the Premises which Is declared by any Governmental
Authority (as defined in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or
permit the Premises to be used for any purpose or in any manner that would void Tenant's or Landlord's insurance, increase the
Insurance risk, or cause the disallowance of any sprinkler or other credits. The use that Tenant has disclosed to Landlord that
Tenant will be making of the Premises as of the Commencement Date will not result in the voidance of or an increased insurance
risk with respect to the insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to
be used as a "place of public accommodation", as defined in the ADA or any similar legal requirement. Tenant shall reimburse
Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant's failure to
comply with the provisions of this Section or otherwise caused by Tenant's use and/or occupancy of the Premises. Tenant will use
the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises,
subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants
or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on
the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery
to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas,
or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises
or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent
of Landlord. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require
ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately
allocated to the Premises based upon Tenant's Share as usually furnished for the Permitted Use.



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Landlord shall, as
an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the
Project is located) or at Tenant's expense (to the extent such Legal Requirement is applicable solely by reason of Tenant's, as
compared to other tenants of the Project, particular use of the Premises) make any alterations or modifications to the Project
that are required by Legal Requirements, including the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together
with regulations promulgated pursuant thereto, "ADA"). In addition, Landlord shall, at Landlord's expense, make any alterations
or modifications to the Premises that are required due to the non-compliance of the Premises with the Legal Requirements applicable
to the Premises as of the Commencement Date. Except as otherwise set forth in this Section 7. Tenant, at its sole expense,
shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including,
without limitation, compliance of the Premises with the ADA). Notwithstanding any other provision herein to the contrary, Tenant,
at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project
that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA related to Tenant's
use or occupancy of the Premises or any alterations or modifications made by Tenant. Notwithstanding any other provision herein
to the contrary, subject to the first two sentences of this paragraph, Tenant shall be responsible for any and all demands, claims,
liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses Incurred in
investigating or resisting the same (including, without limitation, reasonable attorneys' fees, charges and disbursements and costs
of suit) (collectively, "Claims") arising out of any failure of the Premises to comply with any Legal Requirement, and
Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection
with any failure of the Premises to comply with any Legal Requirement.


8.Holding Over. If,
with Landlord's express written consent, Tenant retains possession of the Premises after the termination of the Term, (i) unless
otherwise agreed in such written consent, such possession shall be subject to immediate termination by Landlord at any time, (II)
all of the other terms and provisions of this Lease (including, without limitation, the adjustment of Base Rent pursuant to Section
4 hereof) shall remain in full force and effect (excluding any expansion or renewal option or other similar right or option)
during such holdover period, (iii) Tenant shall continue to pay Base Rent in the amount payable upon the date of the expiration
or earlier termination of this Lease or such other amount as Landlord may indicate, in Landlord's sole and absolute discretion,
in such written consent, and (iv) all other payments shall continue under the terms of this Lease. If Tenant remains in possession
of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, (A) Tenant
shall become a tenant at sufferance upon the terms of this Lease except that the monthly rental shall be equal to 150% of Rent
in effect during the last 30 days of the Term for the first 90 days of such tenancy at sufferance and thereafter 200% of Rent in
effect during the last 30 days of the Term, and (B) Tenant shall be responsible for all damages suffered by Landlord resulting
from or occasioned by Tenant's holding over, including consequential damages. No holding over by Tenant, whether with or without
consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Section 8 shall
not be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord of Rent after the expiration
of the Term or earlier termination of this Lease shall not result in a renewal or reinstatement of this Lease.


9.Taxes. Landlord
shall pay, as part of Operating Expenses, all taxes, levies, assessments and governmental charges of any kind (collectively referred
to as "Taxes") imposed by any federal, state, regional, municipal, local or other governmental authority or agency, including,
without limitation, quasi-public agencies (collectively, "Governmental Authority") during the Term, including, without
limitation, all Taxes: (i) imposed on or measured by or based, in whole or in part, on rent payable to Landlord under this Lease
and/or from the rental by Landlord of the Project or any portion thereof, or (ii) based on the square footage, assessed value or
other measure or evaluation of any kind of the Premises or the Project, or (iii) assessed or imposed by or on the operation or
maintenance of any portion of the Premises or the Project, including parking, or (iv) assessed or imposed by, or at the direction
of, or resulting from statutes or regulations, or interpretations thereof, promulgated by, any Governmental Authority, or (v) imposed
as a license or other fee on Landlord's business of leasing space in the Project. Landlord may contest by appropriate legal proceedings
the amount, validity, or application of any Taxes or liens securing Taxes. Notwithstanding anything to the contrary contained in
this Lease, Taxes shall not include any net income taxes, estate taxes or inheritance taxes Imposed on Landlord unless such net
income taxes are in substitution for any Taxes payable hereunder. If any such Tax is levied or assessed directly against Tenant,
then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require.
Tenant shall pay, prior to delinquency, any and all Taxes levied or assessed against any personal property or trade fixtures placed
by Tenant in the Premises, whether levied or assessed against Landlord or Tenant. If any Taxes on Tenant's personal property or
trade fixtures are levied against Landlord or Landlord's property, or if the assessed valuation of the Project is increased by
a value attributable to improvements in or alterations to the Premises, whether owned by Landlord or Tenant and whether or not
affixed to the real property so as to become a part thereof, higher than the base valuation on which Landlord from time-to-time
allocates Taxes to all tenants In the Project, Landlord shall have the right, but not the obligation, to pay such Taxes. Landlord's
determination of any excess assessed valuation shall be binding and conclusive, absent manifest error. The amount of any such payment
by Landlord shall constitute Additional Rent due from Tenant to Landlord immediately upon demand. Notwithstanding anything to the
contrary herein, Landlord shall only charge Tenant for such increased assessments as if those assessments were paid by Landlord
over the longest possible term which Landlord is permitted to pay for the applicable assessments.



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10.       
Parking. Subject to all matters of record, Force Majeure, a Taking (as defined In Section
19 below) and the exercise by Landlord of its rights hereunder, Tenant shall have the right, in common with other tenants of the
Project pro rata in accordance with the rentable area of the Premises and the rentable areas of the Project occupied by such other
tenants, to park In those areas designated for non-reserved parking, subject in each case to Landlord's rules and regulations.
Landlord may allocate parking spaces among Tenant and other tenants in the Project pro rata as described above if Landlord determines
that such parking facilities are becoming crowded. Landlord shall not be responsible for enforcing Tenant's parking rights against
any third parties, including other tenants of the Project.


11.       
Utilities, Services. Landlord shall provide, subject to the terms of this Section 11,
water, electricity, heat, light, power, telephone, sewer, and other utilities (including gas and fire sprinklers to the extent
the Project is plumbed for such services), refuse and trash collection and janitorial services (collectively, "Utilities").
Landlord shall pay, as Operating Expenses or subject to Tenant's reimbursement obligation, for all Utilities used on the Premises,
all maintenance charges for Utilities, and any storm sewer charges or other similar charges for Utilities imposed by any Governmental
Authority or Utility provider, and any taxes, penalties, surcharges or similar charges thereon. Landlord may cause, at Tenant's
expense, any Utilities to be separately metered or charged directly to Tenant by the provider. Tenant shall pay directly to the
Utility provider, prior to delinquency, any separately metered Utilities and services which may be furnished to Tenant or the Premises
during the Term. Tenant shall pay, as part of Operating Expenses, its share of all charges for jointly metered Utilities based
upon consumption, as reasonably determined by Landlord. No interruption or failure of Utilities, from any cause whatsoever other
than Landlord's willful misconduct, shall result in eviction or constructive eviction of Tenant, termination of this Lease or the
abatement of Rent. Tenant agrees to limit use of water and sewer with respect to Common Areas to normal restroom use.


12.       
Alterations and Tenant's Property. Any alterations, additions, or improvements made to the
Premises by or on behalf of Tenant, Including additional locks or bolts of any kind or nature upon any doors or windows in the
Premises, but excluding installation, removal or realignment of furniture systems (other than removal of furniture systems owned
or paid for by Landlord) not involving any modifications to the structure or connections (other than by ordinary plugs or jacks)
to Building Systems (as defined in Section 13) ("Alterations") shall be subject to Landlord's prior written consent,
which may be given or withheld in Landlord's sole discretion if any such Alteration affects the structure or Building Systems,
If Landlord approves any Alterations, Landlord may impose such conditions on Tenant in connection with the commencement, performance
and completion of such Alterations as Landlord may deem appropriate in Landlord's reasonable discretion. Any request for approval
shall be in writing, delivered not less than 15 business days in advance of any proposed construction, and accompanied by plans,
specifications, bid proposals, work contracts and such other information concerning the nature and cost of the alterations as may
be reasonably requested by Landlord, including the Identities and mailing addresses of all persons performing work or supplying
materials. Landlord's right to review plans and specifications and to monitor construction shall be solely for its own benefit,
and Landlord shall have no duty to ensure that such plans and specifications or construction comply with applicable Legal Requirements.
Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Legal Requirements
and shall implement at its sole cost and expense any alteration or modification required by Legal Requirements as a result of any
Alterations. Tenant shall pay to Landlord, as Additional Rent, on demand an amount equal to 5% of all charges incurred by Tenant
or its contractors or agents in connection with any Alteration to cover Landlord's overhead and expenses for plan review, coordination,
scheduling and supervision. Before Tenant begins any Alteration, Landlord may post on and about the Premises notices of non-responsibility
pursuant to applicable law. Tenant shall reimburse Landlord for, and indemnify and hold Landlord harmless from, any expense incurred
by Landlord by reason of faulty work done by Tenant or its contractors, delays caused by such work, or inadequate cleanup.



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


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


For purposes of this
Lease, (w) "Removable Installations" means any items listed on Exhibit F attached hereto and any items agreed by Landlord
in writing to be included on Exhibit F in the future, (x) "Tenant's Property" means Removable Installations and, other
than Installations, any personal property or equipment of Tenant that may be removed without material damage to the Premises, and
(z) "Installations" means all property of any kind paid for by Landlord, all Alterations, all fixtures, and all partitions,
hardware, built-in machinery, built-in casework and cabinets and other similar additions, equipment, property and improvements
built into the Premises so as to become an integral part of the Premises, including, without limitation, fume hoods which penetrate
the roof or plenum area, built-in cold rooms, built-in warm rooms, walk-in cold rooms, walk-in warm rooms, deionized water systems,
glass washing equipment, autoclaves, chillers, built-in plumbing, electrical and mechanical equipment and systems, and any power
generator and transfer switch. Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree that (a) Tenant purchased
from Valentis, Inc., the prior tenant of the Premises, the equipment listed on Exhibit G ("Core Asset Equipment") attached
hereto, (b) the Core Asset Equipment shall be and shall remain the property of Tenant during the Base Term and shall become the
property of Landlord following the expiration or earlier termination of the Base Term, and (c) the Core Asset Equipment shall not
be removed by Tenant at any time during the Term (unless any removed item is replaced by Tenant with an item of comparable use,
value and quality), and shall remain upon and be surrendered with the Premises as a part thereof, Tenant may use any of the Core
Asset Equipment as collateral for financing obtained by Tenant; provided, however, that such Core Asser Equipment is specifically
released by the lender as security for such financing no later than the expiration or earlier termination of the Base Term. If
Tenant uses any of the Core Asset Equipment as collateral pursuant to this Section, Landlord shall, upon written request from Tenant,
enter into an agreement, utilizing Landlord's standard form of lien waiver or another form acceptable to Landlord In Its sole discretion,
with Tenant and Tenant's lender which agreement shall, among other things, govern the parties' rights with respect to such the
specifically enumerated Core Asset Equipment.



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13.       
Landlord's Repairs. Landlord, as an Operating Expense (except to the extent the cost thereof
is excluded from Operating Expenses pursuant to Section 5 hereof), shall maintain all of the roof, structural, exterior, parking
and other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators and all other building systems serving
the Premises including the Core Asset Equipment ("Building Systems"), in good repair, reasonable wear and tear and uninsured
losses and damages (unless such losses and damages would have been Insured losses or expenses if the insurance Landlord is required
to maintain hereunder had been obtained) caused by Tenant, or by any of Tenant's agents, servants, employees, invitees and contractors
(collectively, "Tenant Parties") excluded. Losses and damages caused by Tenant or any Tenant Party shall be repaired
by Landlord, at Tenant's sole cost and expense, to the extent not covered by insurance Landlord is required to maintain hereunder
(or to the extent such losses or damages would have been covered by Insurance Landlord is required to maintain hereunder if such
insurance had been maintained). Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident
or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the judgment of Landlord, desirable or necessary
to be made, until said repairs, alterations or improvements shall have been completed, provided Landlord shall use reasonable efforts
to minimize interference with Tenant's Permitted Use of the Premises. Landlord shall have no responsibility or liability for failure
to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall,
except in case of emergency, make a commercially reasonable effort to give Tenant 24 hours advance notice of any planned stoppage
of Building Systems services for routine maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord
written notice of any repair required by Landlord pursuant to this Section, after which Landlord shall make a commercially reasonable
effort to effect such repair. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless
such failure shall persist for an unreasonable time after Tenant's written notice of the need for such repairs or maintenance as
provided in this Lease. Tenant waives Its rights under any state or local law to terminate this Lease or to make such repairs at
Landlord's expense and agrees that the parties' respective rights with respect to such matters shall be solely as set forth herein.
Repairs required as the result of fire. earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled
by Section 18, Notwithstanding the foregoing and anything to the contrary contained in this Lease, Landlord shall only be
required to repair and maintain the Core Asset Equipment consistent with the quality and standard required if the Building were
generic laboratory research space comparable to the portion of the Project located at 863 Mitten Road, Burlingame, California,
which is subject to the Other Lease (defined below), and not to the quality and standard that would otherwise be required for manufacturing
space. Landlord shall not be required to perform any upgrades to any of the Core Asset Equipment or any other Building Systems.


14.       
Tenant's Repairs. Except as otherwise set forth in Section 13 hereof, Tenant, at its
expense, shall repair, replace and maintain in good condition all portions of the Premises, including, without limitation, entries,
doors, ceilings, interior windows, interior walls, and the interior side of demising walls. Should Tenant fail to make any such
repair or replacement or fail to maintain the Premises, Landlord shall give Tenant notice of such failure. If Tenant fails to commence
cure of such failure within 10 days of Landlord's notice, and thereafter diligently prosecute such cure to completion, Landlord
may perform such work and shall be reimbursed by Tenant within 10 days after demand therefore; provided, however, that if such
failure by Tenant creates or could create an emergency, Landlord may Immediately commence cure of such failure and shall thereafter
be entitled to recover the costs of such cure from Tenant. Subject to Sections 17 and 18, Tenant shall bear the full uninsured
cost of any repair or replacement to any part of the Project that results from damage caused by Tenant or any Tenant Party and
any repair that benefits only the Premises.


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



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16.       
Indemnification. Tenant hereby indemnifies and agrees to defend, save and hold Landlord
harmless from and against any and all Claims for injury or death to persons or damage to property occurring within or about the
Premises, arising directly or indirectly out of use or occupancy of the Premises or a breach or default by Tenant in the performance
of any of its obligations hereunder, unless caused solely by the willful misconduct or gross negligence of Landlord. Landlord shall
not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of
records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant's business or loss of income relating
to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord shall not
be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party.


17.       
Insurance. Landlord shall maintain all risk property and, if applicable, sprinkler
damage insurance covering the full replacement cost of the Projector such lesser coverage amount as Landlord may elect provided
such coverage amount is not less than 90% of such full replacement cost. Landlord shall further procure and maintain commercial
general liability insurance with a single loss limit of not less than $2,000,000 for bodily injury and property damage with respect
to the Project. Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary,
including, but not limited to, flood, environmental hazard and earthquake, loss or failure of building equipment, errors and omissions,
rental loss during the period of repair or rebuilding, workers' compensation insurance and fidelity bonds for employees employed
to perform services and insurance for any improvements installed by Tenant or which are in addition to the standard improvements
customarily furnished by Landlord without regard to whether or not such are made a part of the Project. All such insurance shall
be included as part of the Operating Expenses. The Project may be included in a blanket policy (in which case the cost of such
insurance allocable to the Project will be determined by Landlord based upon the insurer's cost calculations). Tenant shall also
reimburse Landlord for any increased premiums or additional insurance which Landlord reasonably deems necessary as a result of
Tenant's use of the Premises.


Tenant, at
its sole cost and expense, shall maintain during the Term: all risk property insurance with business interruption and extra expense
coverage, covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant at
Tenant's expense; workers' compensation insurance with no less than the minimum limits required by law; employer's liability insurance
with such limits as required by law; and commercial general liability insurance, with a minimum limit of not less than $2,000,000
per occurrence for bodily injury and property damage with respect to the Premises. The commercial general liability insurance policy
shall name Alexandria Real Estate Equities, Inc., and Landlord, its officers, directors, employees, managers, agents, invitees
and contractors (collectively, "Landlord Parties"), as additional insureds; insure on an occurrence and not a claims-made
basis; be issued by Insurance companies which have a rating of not less than policyholder rating of A and financial category rating
of at least Class X in "Best's Insurance Guide"; shall not be cancelable for nonpayment of premium unless 30 days prior
written notice shall have been given to Landlord from the insurer; contain a hostile fire endorsement and a contractual liability
endorsement; and provide primary coverage to Landlord (any policy Issued to Landlord providing duplicate or similar coverage shall
be deemed excess over Tenant's policies). Copies of such policies (if requested by Landlord), or certificates of insurance showing
the limits of coverage required hereunder and showing Landlord as an additional insured, along with reasonable evidence of the
payment of premiums for the applicable period, shall be delivered to Landlord by Tenant upon commencement of the Term and upon
each renewal of said insurance. Tenant's policy may be a "blanket policy" with an aggregate per location endorsement
which specifically provides that the amount of insurance shall not be prejudiced by other losses covered by the policy. Tenant
shall, at least 5 days prior to the expiration of such policies, furnish Landlord with renewal certificates.



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


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


Landlord may require
insurance policy limits to be raised to conform with reasonable requirements of Landlord's lender and/or to bring coverage limits
to levels then being generally required of new tenants within the Project.


18.       
Restoration. If, at any time during the Term, the Project or the Premises are damaged or destroyed
by a fire or other casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time
Landlord reasonably estimates It will take to restore the Project or the Premises, as applicable (the "Restoration Period").
If the Restoration Period is estimated to exceed 9 months (the "Maximum Restoration Period"), Landlord may, in such notice,
elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided,
however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by written notice to Landlord
delivered within 5 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than
the Maximum Restoration Period. Unless either Tenant or Landlord so elect to terminate this Lease, Landlord shall, subject to receipt
of sufficient insurance proceeds (with any deductible to be treated as an Operating Expense subject to the provisions of Section
5). promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject
to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance
or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having
jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials
(as defined in Section 30) in, on or about the Premises (collectively referred to herein as "Hazardous Materials Clearances");
provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum
Restoration Period or, if longer, the Restoration Period, Landlord may, In its sole and absolute discretion, elect not to proceed
with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration
of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord
shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75
days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances
are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord
or Tenant. Notwithstanding the foregoing, if a portion of the Project, not including the Building, is damaged, Landlord may not
terminate this Lease on the basis that the Restoration Period will exceed the Maximum Restoration Period If Landlord elects to
merely repair the damage rather than redevelop or improve the Project as a whole, and Landlord actually commences construction
of the repair of such damage within 4 months after the discovery of such damage. The Restoration Period and Maximum Restoration
Period shall not be extended by Force Majeure.



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Tenant may, at Tenant's
option, promptly re-enter the Premises and commence doing business in accordance with this Lease upon Landlord's completion of
all repairs or restoration required to be done by Landlord pursuant to this Section 18; provided, however, that Tenant shall
nonetheless (and even if Tenant does not re-enter the Premises) continue to be responsible for all of its obligations under this
Lease. Notwithstanding the foregoing, Landlord may terminate this Lease if the Premises are damaged during the last 1 year of the
Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage, or If Insurance proceeds are
not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained
until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by
Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space in the Project during the period
of repair that is suitable for the temporary conduct of Tenant's business. Such abatement shall be the sole remedy of Tenant, and
except as provided In this Section 18. Tenant waives any right to terminate the Lease by reason of damage or casualty loss.


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


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


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


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



    	19



    	 



    

 


(b)             
Insurance. Any insurance required to be maintained by Tenant pursuant to this Lease shall
be canceled or terminated or shall expire or shall be reduced or materially changed, or Landlord shall receive a notice of nonrenewal
of any such insurance and Tenant shall fail to obtain replacement insurance at least 20 days before the expiration of the current
coverage.


(c)              
Abandonment. Tenant shall abandon the Premises.


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


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


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


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


(h)             
Default under Other Lease. Tenant is in Default (as such term is defined in the Other Lease)
under that certain Lease Agreement dated as of even date herewith between Landlord and Tenant with respect to certain premises
located at 863 Mitten Road, Burlingame, CA ("Other Lease").


(i)Other Defaults.
Tenant shall fail to comply with any provision of this Lease other than those specifically referred to in this Section 20,
and, except to the extent a different time period is otherwise provided herein, such failure shall continue for a period of 10
days after written notice thereof from Landlord to Tenant.


Any notice given under
Section 20(1) hereof shall: (i) specify the alleged default, (ii) demand that Tenant cure such default, (iii) be in lieu
of, and not in addition to, or shall be deemed to be, any notice required under any provision of applicable law, and (iv) not be
deemed a forfeiture or a termination of this Lease unless Landlord elects otherwise in such notice; provided that if the
nature of Tenant's default pursuant to Section 20(i) is such that it cannot be cured by the payment of money and reasonably
requires more than 10 days to cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said
10 day period and thereafter diligently prosecutes the same to completion; provided, however, that such cure shall
be completed no later than 45 days from the date of Landlord's notice.


21.Landlord's Remedies.


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



    	20



    	 



    

 


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


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


(i)               
Terminate this Lease, or at Landlord's option, Tenant's right to possession only, in which
event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice
to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and
expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution
or any claim or damages therefore;


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


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


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


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


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


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


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



    	21



    	 



    

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


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


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


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


22.Assignment and Subletting.


(a)General
Prohibition. Without Landlord's prior written consent subject to and on the conditions described in this Section 22. Tenant
shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof
or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt
to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company,
the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter
market, a transfer or series of transfers whereby 49% or more of the Issued and outstanding shares or other ownership Interests
of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person
or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not
owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution
of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22.
Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional Investors (including venture
capital funding and corporate partners) or undergo a public offering which results in a change in control of Tenant without such
change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant
notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing, and (ii) provided
that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement
of the Term.



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(b)Permitted
Transfers. If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises other than
pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45 business days, before
the date Tenant desires the assignment or sublease to be effective (the "Assignment Date"), Tenant shall give Landlord
a notice (the "Assignment Notice") containing such information about the proposed assignee or sublessee, including the
proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated In or released
or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee,
and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease
In its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether
to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment
Notice: (i) grant such consent, (ii) refuse such consent, in its reasonable discretion; or (iii) terminate this Lease with respect
to the space described in the Assignment Notice as of the Assignment Date (an "Assignment Termination"). Among other
reasons, it shall be reasonable for Landlord to withhold its consent In any of these instances: (1) the proposed assignee or subtenant
is a governmental agency; (2) in Landlord's reasonable judgment, the use of the Premises by the proposed assignee or subtenant
would entail any alterations that would lessen the value of the leasehold improvements in the Premises, or would require increased
services by Landlord; (3) in Landlord's reasonable judgment, the proposed assignee or subtenant is engaged in areas of scientific
research or other business concerns that are controversial; (4) in Landlord's reasonable judgment, the proposed assignee or subtenant
lacks the creditworthiness to support the financial obligations it will incur under the proposed assignment or sublease; (5) in
Landlord's reasonable judgment, the character, reputation, or business of the proposed assignee or subtenant is inconsistent with
the desired tenant-mix or the quality of other tenancies in the Project or is inconsistent with the type and quality of the nature
of the Building; (6) Landlord has received from any prior landlord to the proposed assignee or subtenant a negative report concerning
such prior landlord's experience with the proposed assignee or subtenant; (7) Landlord has experienced previous defaults by or
is in litigation with the proposed assignee or subtenant; (8) the use of the Premises by the proposed assignee or subtenant will
violate any applicable Legal Requirement; (9) the proposed assignee or subtenant, or any entity that, directly or indirectly, controls,
is controlled by, or is under common control with the proposed assignee or subtenant, is then an occupant of the Project; (10)
the proposed assignee or subtenant is an entity with whom Landlord is negotiating to lease space in the Project; or (11) the assignment
or sublease is prohibited by Landlord's lender. If Landlord delivers notice of its election to exercise an Assignment Termination,
Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business
days after Landlord's notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this
Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and
estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice.
No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment
Notice, shall be deemed to be Landlord's consent to the proposed assignment, sublease or other transfer. Tenant shall reimburse
Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with Its consideration of any Assignment Notice.
Notwithstanding the foregoing, Tenant shall be permitted to assign its interest in this Lease (or be deemed to have assigned its
Interest due to a change in control) or sublet all or a portion of the Premises upon 30 days prior written notice to Landlord but
without Landlord's prior written consent to: (A) any entity controlling, controlled by or under common control with Tenant or (B)
a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation, corporate reorganization,
stock purchase or change of control (due to a deemed assignment permitted pursuant to this Lease), or by the purchase of all or
substantially all of the assets or the ownership interests of Tenant provided that (1) such merger or consolidation, or such acquisition
or assumption, as the case may be, Is for a good business purpose and not principally for the purpose of transferring the Lease,
and (2) the net worth (as determined in accordance with generally accepted accounting principles ("GAAP")) of the assignee
Is not less than the net worth (as determined in accordance with GAAP) of Tenant as of the date of Tenant's most current quarterly
or annual financial statements, and (3) such assignee shall agree in writing to assume all of the terms, covenants and conditions
of this Lease arising after the effective date of the assignment (each a "Permitted Assignment"). With respect to a Permitted
Assignment described in sub-clause (A) of the preceding sentence, Landlord shall have the right to approve the form of any such
sublease or assignment, such approval not to be unreasonably withheld or delayed. Notwithstanding anything in this Section 22(b)
to the contrary, Landlord shall not have the right to elect an Assignment Termination In connection with a Permitted Assignment.



    	23



    	 



    

 


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


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


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


(d)             
No Release of Tenant, Sharing of Excess Rents. Notwithstanding any assignment or subletting,
Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully and primarily responsible
and liable for the payment of Rent and for compliance with all of Tenant's other obligations under this Lease. Except with respect
to a Permitted Assignment, if the Rent due and payable by a sublessee or assignee (or a combination of the rental payable under
such sublease or assignment plus any bonus or other consideration therefore or Incident thereto in any form that is paid in lieu
of Rent) exceeds the sum of the rental payable under this Lease, (excluding however, any Rent payable under this Section and actual
and reasonable brokerage fees, legal costs and any design or construction fees directly related to and required pursuant to the
terms of any such sublease)("Excess Rent"), then Tenant shall be bound and obligated to pay Landlord as Additional Rent
hereunder 50% of such Excess Rent within 10 days following receipt thereof by Tenant. If Tenant shall sublet the Premises or any
part thereof, Tenant hereby immediately and irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease,
all rent from any such subletting, and Landlord as assignee and as attorney-in-fact for Tenant, or a receiver for Tenant appointed
on Landlord's application, may collect such rent and apply it toward Tenant's obligations under this Lease; except that, until
the occurrence of a Default, Tenant shall have the right to collect such rent.


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



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


23.            
Estoppel Certificate. Tenant shall, within 10 business days of written notice from Landlord,
execute, acknowledge and deliver a statement in writing in any form reasonably requested by a proposed lender or purchaser, (i)
certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification
and certifying that this Lease as so modified is in full force and effect) and the dates to which the rental and other charges
are paid in advance, if any, (ii) acknowledging that there are not any uncured defaults on the part of Landlord hereunder, or specifying
such defaults if any are claimed, and (iii) setting forth such further information with respect to the status of this Lease or
the Premises as may be requested thereon. Any such statement may be relied upon by any prospective purchaser or encumbrancer of
all or any portion of the real property of which the Premises are a part. Tenant's failure to deliver such statement within such
time shall, at the option of Landlord, be conclusive upon Tenant that the Lease Is in full force and effect and without modification
except as may be represented by Landlord in any certificate prepared by Landlord and delivered to Tenant for execution.


24.            
Quiet Enjoyment. So long as Tenant shall perform all of the covenants and agreements herein
required to be performed by Tenant, Tenant shall, subject to the terms of this Lease, at all times during the Term, have peaceful
and quiet enjoyment of the Premises against any person claiming by, through or under Landlord.


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


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


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



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28.            
Surrender. Upon the expiration of the Term or earlier termination of Tenant's right of possession,
Tenant shall Surrender the Premises to Landlord in the same condition as received, subject to any Alterations or Installations
permitted by Landlord to remain in the Premises, free of Hazardous Materials brought upon, kept, used, stored, handled, treated,
generated in, or released or disposed of from, the Premises by any person other than a Landlord Party (collectively, "Tenant
HazMat Operations") and released of all Hazardous Materials Clearances, broom clean, ordinary wear and tear and casualty loss
and condemnation covered by Sections 18 and 19. excepted. At least 3 months prior to the surrender of the Premises, Tenant
shall deliver to Landlord a narrative description of the actions proposed (or required by any Governmental Authority) to be taken
by Tenant in order to surrender the Premises (including any Installations permitted by Landlord to remain in the Premises) at the
expiration or earlier termination of the Term, free from any residual impact from the Tenant HazMat Operations and otherwise released
for unrestricted use and occupancy (the "Surrender Plan"). Such Surrender Plan shall be accompanied by a current listing
of (i) all Hazardous Materials licenses and permits held by or on behalf of any Tenant Party with respect to the Premises, and
(ii) all Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the Premises, and shall be
subject to the review and approval of Landlord's environmental consultant, such approval not to be unreasonably withheld or delayed.
In connection with the review and approval of the Surrender Plan, upon the request of Landlord, Tenant shall deliver to Landlord
or its consultant such additional non-proprietary information concerning Tenant HazMat Operations as Landlord shall request. On
or before such surrender, Tenant shall deliver to Landlord evidence that the approved Surrender Plan shall have been satisfactorily
completed and Landlord shall have the right, subject to reimbursement at Tenant's expense as set forth below, to cause Landlord's
environmental consultant to Inspect the Premises and perform such additional procedures as may be deemed reasonably necessary to
confirm that the Premises are, as of the effective date of such surrender or early termination of the Lease, free from any residual
impact from Tenant HazMat Operations. Tenant shall reimburse Landlord, as Additional Rent, for the actual out-of pocket expense
incurred by Landlord for Landlord's environmental consultant to review and approve the Surrender Plan and to visit the Premises
and verify satisfactory completion of the same, which cost shall not exceed $2,500. Landlord shall have the unrestricted right
to deliver such Surrender Plan and any report by Landlord's environmental consultant with respect to the surrender of the Premises
to third parties.


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


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



    	26



    	 



    

 


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


30.            
Environmental Requirements.


(a)             
Prohibition/Compliance/Indemnity. Tenant shall not cause or permit any Hazardous Materials
(as hereinafter defined) to be brought upon, kept, used, stored, handled, treated, generated in or about, or released or disposed
of from, the Premises or the Project in violation of applicable Environmental Requirements (as hereinafter defined) by Tenant or
any Tenant Party. If Tenant breaches the obligation stated in the preceding sentence, or if the presence of Hazardous Materials
in the Premises during the Term or any holding over results in contamination of the Premises, the Project or any adjacent property
or if contamination of the Premises, the Project or any adjacent property by Hazardous Materials brought into, kept, used, stored,
handled, treated, generated in or about, or released or disposed of from, the Premises by anyone other than Landlord and Landlord's
employees, agents and contractors otherwise occurs during the Term or any holding over, Tenant hereby indemnifies and shall defend
and hold Landlord, its officers, directors, employees, agents and contractors harmless from any and all actions (Including, without
limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising
out of or resulting therefrom), costs, claims, damages (including, without limitation, punitive damages and damages based upon
diminution in value of the Premises or the Project, or the loss of, or restriction on, use of the Premises or any portion of the
Project), expenses (including, without limitation, attorneys', consultants' and experts' fees, court costs and amounts paid in
settlement of any claims or actions), fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other
relief (whether or not based upon personal Injury, property damage, or contamination of, or adverse effects upon, the environment,
water tables or natural resources), liabilities or losses (collectively, "Environmental Claims") which arise during or
after the Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs
incurred in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal, or restoration work
required by any federal, state or local Governmental Authority because of Hazardous Materials present In the air, soil or ground
water above, on, or under the Premises. Without limiting the foregoing, if the presence of any Hazardous Materials on the Premises,
the Building, the Projector any adjacent property caused or permitted by Tenant or any Tenant Party results in any contamination
of the Premises, the Building, the Project or any adjacent property. Tenant shall promptly take all actions at its sole expense
and in accordance with applicable Environmental Requirements as are necessary to return the Premises, the Building, the Project
or any adjacent property to the condition existing prior to the time of such contamination, provided that Landlord's approval of
such action shall first be obtained, which approval shall not unreasonably be withheld so long as such actions would not potentially
have any material adverse long-term or short-term effect on the Premises, the Building or the Project. Nothing in Section 28.
this Section 30 or any other provision of this Lease shall be construed to make Tenant liable for, and Tenant is hereby
released by Landlord from, any liability or responsibility for Hazardous Materials that Tenant can reasonably prove were existing
in the Premises or the Project as of the Commencement Date and which have not been contributed to or exacerbated by Tenant or any
Tenant Party.


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



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(c)              
Tenant Representation and Warranty. Tenant hereby represents and warrants to Landlord that
(i) neither Tenant nor any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority
at any time to take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted
by Tenant of such predecessor or resulted from Tenant's or such predecessor's action or use of the property in question, and (ii)
Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling,
treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure
to make a required reporting to any Governmental Authority), If Landlord determines that this representation and warranty was not
true as of the date of this lease, Landlord shall have the right to terminate this Lease in Landlord's sole and absolute discretion.


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


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



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


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


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


All obligations of Landlord
under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The
term "Landlord" In this Lease shall mean only the owner for the time being of the Premises. Upon the transfer by such
owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter
accruing, but such obligations shall be binding during the Term upon each new owner for the duration of such owner's ownership.


32.            
Inspection and Access. Landlord and its agents, representatives, and contractors may enter
the Premises at any reasonable time upon at least 24 hours advance notice (except in case of emergency where no advance notice
will be required) to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease. Landlord
and Landlord's representatives may enter the Premises during business hours on not less than 48 hours advance written notice (except
in the case of emergencies in which case no such notice shall be required and such entry may be at any time) for the purpose of
effecting any such repairs, inspecting the Premises, showing the Premises to prospective purchasers and, during the last year of
the Term, to prospective tenants. Landlord may erect a suitable sign on the Premises stating the Premises are available to let
or that the Project is available for sale. Landlord may grant easements, make public dedications, designate Common Areas and create
restrictions on or about the Premises, provided that no such easement, dedication, designation or restriction materially,
adversely affects Tenant's use or occupancy of the Premises for the Permitted Use. At Landlord's request, Tenant shall execute
such instruments as may be necessary for such easements, dedications or restrictions. Tenant shall at all times, except in the
case of emergencies, have the right to escort Landlord or its agents, representatives, contractors or guests while the same are
in the Premises, provided such escort does not materially and adversely affect Landlord's access rights hereunder.



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


34.            
Force Majeure. Landlord shall not be held responsible or liable for delays in the performance
of its obligations hereunder when caused by, related to, or arising out of acts of God, strikes, lockouts, or other labor disputes,
embargoes, quarantines, weather, national, regional, or local disasters, calamities, or catastrophes, inability to obtain labor
or materials (or reasonable substitutes therefore) at reasonable costs or failure of, or inability to obtain, utilities necessary
for performance, governmental restrictions, orders, limitations, regulations, or controls, national emergencies, delay in issuance
or revocation of permits, enemy or hostile governmental action, terrorism, insurrection, riots, civil disturbance or commotion,
fire or other casualty, and other causes or events beyond the reasonable control of Landlord ("Force Majeure").


35.            
Brokers. Landlord and Tenant each represents and warrants that it has not dealt with any broker,
agent or other person (collectively, "Broker") in connection with this transaction and that no Broker brought about this
transaction. Landlord and Tenant each hereby agree to indemnify and hold the other harmless from and against any claims by any
Broker, other than the broker, if any named In this Section 35, claiming a commission or other form of compensation by virtue
of having dealt with Tenant or Landlord, as applicable, with regard to this leasing transaction.


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


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



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


39.            
Notification of Asbestos.


(a)             
Notification of Asbestos. Landlord hereby notifies Assignee of the presence of asbestos-containing
materials ("ACMs") and/or presumed asbestos-containing materials ("PACMs") within or about the Building in
the location Identified in Exhibit H.


(b)             
Assignee Acknowledgement. Assignee hereby acknowledges receipt of the notification
in paragraph (a) of this Section 39 and understand that the purpose of such notification is to make Assignee and any agents,
employees, and contractors of Assignee, aware of the presence of ACMs and/or PACMs within or about the Building in order to avoid
or minimize any damage to or disturbance of such ACMs and/or PACMs.


Assignee's Initials


(c)             
Acknowledgement from Contractors/Employees. Assignee shall give Landlord at least 14
days' prior written notice before conducting, authorizing or permitting any of the activities listed below within or about the
Building, and before soliciting bids from any person to perform such services. Such notice shall Identify or describe the proposed
scope, location, date and time of such activities and the name, address and telephone number of each person who may be conducting
such activities. Thereafter, Assignee shall grant Landlord reasonable access to the Building, to determine whether any ACMs or
PACMs will be disturbed in connection with such activities. Assignee shall not solicit bids from any person for the performance
of such activities without Landlord's prior written approval. Upon Landlord's request, Assignee shall deliver to Landlord a copy
of a signed acknowledgement from any contractor, agent, or employee of Assignee acknowledging receipt of information describing
the presence of ACMs and/or PACMs within or about the Building in the locations identified in Exhibit H prior to the commencement
of such activities. Nothing in this Section 39 shall be deemed to expand Assignee's rights under the Lease or this Consent
or otherwise to conduct, authorize or permit any such activities.


(i)               
Removal of thermal system insulation ("TS1") and surfacing ACMs and PACMs (i.e.,
sprayed-on or troweled-on material, e.g., textured ceiling paint or fireproofing material);


(ii)             
Removal of ACMs or PACMs that are not TSI or surfacing ACMs or PACMs; or


(iii)           
Repair and maintenance of operations that are likely to disturb ACMs or PACMs.



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40.            
Miscellaneous.


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


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


(c)              
Financial Information. Tenant shall furnish Landlord with true and complete copies of (i)
Tenant's most recent audited annual financial statements within 90 days of the end of each of Tenant's fiscal years during the
Term, (ii) Tenant's most recent unaudited quarterly financial statements within 45 days of the end of each of Tenant's first three
fiscal quarters of each of Tenant's fiscal years during the Term, (iii) at Landlord's request from time to time, updated business
plans, including cash flow projections and/or pro forma balance sheets and income statements, all of which shall be treated by
Landlord as confidential information belonging to Tenant, (iv) corporate brochures and/or profiles prepared by Tenant for prospective
investors, and (v) any other financial information or summaries that Tenant typically provides to its lenders or shareholders.


(d)             
Recordation. Neither this Lease nor a memorandum of lease shall be filed by or on behalf of
Tenant in any public record. Landlord may prepare and file, and upon request by Landlord Tenant will execute, a memorandum of lease.


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


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


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


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


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



    	32



    	 



    

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


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


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


[ Signatures on next page ]



    	33



    	 



    

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


TENANT:


JUVARIS BIOTHERAPEUTICS, INC.,


a Delaware corporation


 


 


By: 


Its:


 


LANDLORD:


ARE-819/863 MITTEN ROAD, LLC,


a Delaware limited liability company


 


By:ALEXANDRIA REAL ESTATE EQUITIES, L.P.,


a Delaware limited partnership,


managing member


 


By:ARE-QRS CORP.,


a Maryland corporation,


general partner


 


By: 


Name: 


Title:



    	34



    	 



    

 


EXHIBIT A TO LEASE


DESCRIPTION OF PREMISES






    	35



    	 



    







    	36



    	 



    

EXHIBIT B TO LEASE


DESCRIPTION OF PROJECT






    	37



    	 



    




    	38



    	 



    

EXHIBIT C TO LEASE


INTENTIONALLY OMITTED



    	39



    	 



    

EXHIBIT D TO LEASE


ACKNOWLEDGMENT OF COMMENCEMENT
DATE


This ACKNOWLEDGMENT OF COMMENCEMENT DATE
is made this day of  2011, between ARE-819/863 MITTEN ROAD, LLC, a Delaware limited liability company ("Landlord"),
and JUVARIS BIOTHERAPEUTICS, INC., a Delaware corporation ("Tenant"), and is attached to and made a part of the Lease
dated February 16, 2007 (the "Lease"), by and between Landlord and Tenant. Any initially capitalized terms used
but not defined herein shall have the meanings given them in the Lease.


Landlord and
Tenant hereby acknowledge and agree, for all purposes of the Lease, that the Commencement Date of the Base Term of the Lease is,
2011, and the termination date of the Base Term of the Lease shall be midnight on February 29, 2012.


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


TENANT:


 


JUVARIS BIOTHERAPEUTICS, INC.,


a Delaware corporation


 


 


By: 


Its:


 


LANDLORD:


ARE-819/863 MITTEN ROAD, LLC,


a Delaware limited liability company


 


By: ALEXANDRIA REAL ESTATE EQUITIES, L.P.,


a Delaware limited partnership, managing member


 


By:ARE-QRS CORP.,


a Maryland corporation,


general partner


 


By: 


Name: 


Title:


 



    	40



    	 



    

EXHIBIT E TO LEASE


Rules and Regulations


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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









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