SUBJECT TO ALL OF THE TCCS OF THE LEASE; PROVIDED,
HOWEVER, WITH RESPECT TO THE EXPANSION PREMISES ONLY, AND PROVIDED ANY SUCH USE
IS LEGALLY PERMISSIBLE, TENANT SHALL USE THE EXPANSION PREMISES SOLELY FOR
GENERAL OFFICE USE, RESEARCH AND DEVELOPMENT, WAREHOUSING, BIOTECHNOLOGY LABS,
PHARMACEUTICAL MANUFACTURING (IN ACCORDANCE WITH CGMP), AND ANY OTHER USES
RELATED THERETO, ALL PURSUANT TO THE APPLICABLE ZONING AND THE PACIFIC CORPORATE
CENTER P.I.D.
2
2.4.
MAINTENANCE AND REPAIR OF THE PREMISES.
TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS WITH RESPECT TO THE EXPANSION
PREMISES SHALL
SUBJECT TO ALL OF THE TCCS OF THE LEASE; PROVIDED, HOWEVER
TENANT SHALL KEEP THE EXPANSION PREMISES IN FIRST CLASS ORDER, REPAIR, CONDITION
AND APPEARANCE AT ALL TIMES DURING THE EXPANSION TERM IN A MANNER CONSISTENT
WITH THE "COMPARABLE BUILDINGS," AS THAT TERM IS DEFINED IN SECTION 3.2.2,
BELOW.
3.
LEASE TERM.
3.1.
EXPANSION TERM.
THE TERM OF TENANT'S LEASE OF
THE EXPANSION PREMISES (THE "EXPANSION TERM") SHALL COMMENCE ON THE EXPANSION
COMMENCEMENT DATE AND EXPIRE COTERMINOUSLY WITH TENANT'S LEASE OF THE EXISTING
PREMISES ON THE LEASE EXPIRATION DATE (I.E.,
JUNE 20, 2025), UNLESS SOONER
TERMINATED AS PROVIDED IN THE LEASE, AS HEREBY AMENDED.
3.2.
EXPANSION TERM OPTION RIGHT.
3.2.1.
OPTION RIGHT.
LANDLORD HEREBY GRANTS THE ORIGINAL
TENANT, ITS AFFILIATES AND ANY PERMITTED ASSIGNEE, TWO (2) OPTIONS TO EXTEND THE
EXPANSION TERM FOR THE ENTIRE EXPANSION PREMISES EACH BY A PERIOD OF FIVE
(5) YEARS (EACH, AN "OPTION TERM") AS SET FORTH IN THIS SECTION 3.2.
THE TCCS
OF SECTION 2.2 OF THE LEASE SHALL NOT BE APPLICABLE TO THE EXPANSION PREMISES.
SUCH OPTIONS SHALL BE EXERCISABLE ONLY BY NOTICE DELIVERED BY TENANT TO LANDLORD
AS PROVIDED BELOW, PROVIDED THAT, AS OF THE DATE OF DELIVERY OF SUCH NOTICE,
TENANT IS NOT IN DEFAULT UNDER THE LEASE (AS AMENDED, BEYOND ANY APPLICABLE
NOTICE AND CURE PERIODS).
UPON THE PROPER EXERCISE OF AN OPTION TO EXTEND, AND
PROVIDED THAT, AS OF THE END OF THE THEN APPLICABLE EXPANSION TERM, TENANT IS
NOT IN DEFAULT UNDER THE LEASE (AS AMENDED, BEYOND ANY APPLICABLE NOTICE AND
CURE PERIODS), THE EXPANSION TERM, AS IT APPLIES TO THE ENTIRE EXPANSION
PREMISES, SHALL BE EXTENDED FOR A PERIOD OF FIVE (5) YEARS.
3.2.2.
OPTION RENT.
THE RENT PAYABLE BY TENANT DURING THE
OPTION TERM (THE "OPTION RENT") SHALL BE EQUAL TO THE MARKET RENT AS SET FORTH
BELOW.
FOR PURPOSES OF THIS SECTION 3.2, THE TERM "MARKET RENT" SHALL MEAN RENT
(INCLUDING ADDITIONAL RENT AND CONSIDERING ANY "BASE YEAR" OR "EXPENSE STOP"
APPLICABLE THERETO), INCLUDING ALL ESCALATIONS, AT WHICH TENANTS, AS OF THE
COMMENCEMENT OF THE APPLICABLE TERM ARE, PURSUANT TO TRANSACTIONS COMPLETED
WITHIN THE TWENTY-FOUR (24) MONTHS PRIOR TO THE DATE TENANT DELIVERS TO LANDLORD
THE "EXERCISE NOTICE," AS THAT TERM IS SET FORTH BELOW, LEASING NON-SUBLEASE,
NON-ENCUMBERED, NON-SYNTHETIC, NON-EQUITY SPACE (UNLESS SUCH SPACE WAS LEASED
PURSUANT TO A DEFINITION OF "FAIR MARKET" COMPARABLE TO THE DEFINITION OF MARKET
RENT) COMPARABLE IN SIZE, LOCATION AND QUALITY TO THE EXPANSION PREMISES FOR A
"COMPARABLE TERM," AS THAT TERM