EX-10.52 3 cytk-ex1052_97.htm EX-10.52 cytk-ex1052_97.htm

Exhibit 10_52

LEASE

KILROY REALTY

OYSTER POINT

KR OYSTER POINT 1, LLC

a Delaware limited liability company,

as Landlord,

and

CYTOKINETICS, INCORPORATED,

a Delaware corporation,

as Tenant.

 

 

 


 

TABLE OF CONTENTS

 

ARTICLE 1

 

PREMISES, BUILDING, PHASE, PROJECT, AND COMMON AREAS

6

ARTICLE 2

 

LEASE TERM; OPTION TERMS

14

ARTICLE 3

 

BASE RENT

17

ARTICLE 4

 

ADDITIONAL RENT

18

ARTICLE 5

 

USE OF PREMISES

28

ARTICLE 6

 

SERVICES AND UTILITIES

35

ARTICLE 7

 

REPAIRS

37

ARTICLE 8

 

ADDITIONS AND ALTERATIONS

42

ARTICLE 9

 

COVENANT AGAINST LIENS

44

ARTICLE 10

 

INDEMNIFICATION AND INSURANCE

44

ARTICLE 11

 

DAMAGE AND DESTRUCTION

48

ARTICLE 12

 

NONWAIVER

50

ARTICLE 13

 

CONDEMNATION

50

ARTICLE 14

 

ASSIGNMENT AND SUBLETTING

51

ARTICLE 15

 

SURRENDER OF PREMISES; OWNERSHIP AND  REMOVAL OF TRADE FIXTURES

54

ARTICLE 16

 

HOLDING OVER

55

ARTICLE 17

 

ESTOPPEL CERTIFICATES

56

ARTICLE 18

 

SUBORDINATION

57

ARTICLE 19

 

DEFAULTS; REMEDIES

50

ARTICLE 20

 

COVENANT OF QUIET ENJOYMENT

59

ARTICLE 21

 

SECURITY DEPOSIT

59

ARTICLE 22

 

INTENTIONALLY OMITTED

60

ARTICLE 23

 

SIGNS

60

ARTICLE 24

 

COMPLIANCE WITH LAW

61

ARTICLE 25

 

LATE CHARGES

63

ARTICLE 26

 

LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT

63

ARTICLE 27

 

ENTRY BY LANDLORD

63

ARTICLE 28

 

TENANT PARKING

64

ARTICLE 29

 

MISCELLANEOUS PROVISIONS

65

 

EXHIBITS

EXHIBIT A – Outline of Floor Plans of the Premises

EXHIBIT A-1 – Site Plan of Project

EXHIBIT A-2 – Outline of Ground Floor Common Areas

EXHIBIT A-3 – Depiction of Parking Facilities

EXHIBIT B – Work Letter

SCHEDULE 1 – Base Building Plans

SCHEDULE 2 – Delivery Condition

SCHEDULE 3 – Tenant Deliverables

EXHIBIT C – Notice of Lease Term Dates

EXHIBIT D – Rules and Regulations

EXHIBIT E – Form of Tenant's Estoppel Certificate

EXHIBIT F – Form of Memorandum of Lease

EXHIBIT G – Form of Environmental Questionnaire

EXHIBIT H – Market Rent Determination Factors

EXHIBIT I – List of Qualifications of Service Providers and Agreements

EXHIBIT J – Repair, Maintenance and Improvement Specifications

EXHIBIT K – Existing Underlying Documents

 

 


 

Abatement Event

 

28

Accountant

 

20

Additional Abatement Notice

 

28

Additional Allowance

Exhibit B

Additional Notice

 

5

Additional Rent

 

11

Alterations

 

34

Amenity Opening Date

 

3

Amortization Deadline

Exhibit B

Amortization Period

Exhibit B

Amortization Rent

Exhibit B

Anticipated Delivery Date

Summary

Appealable Tax Expenses

 

17

Appeals Notice

 

17

Applicable Laws

 

53

Approved Working Drawings

Exhibit B

Arbitration Agreement

 

8

Architect

Exhibit B

Audit Period

 

19

Auditorium

 

1

Bank Prime Loan

 

54

Base Building

34, Exhibit B

Base Building Plans

Exhibit B

Base Building Punch List Items

Exhibit B

Base Rent

 

10

Base Rent Abatement

 

11

Base Rent Abatement Period

 

11

Base, Shell and Core

Exhibit B

BB HVAC System

 

27

BOMA 2017

 

3

BOMA Assumptions

 

3

Briefs

 

9

Brokers

 

59

Building

Summary

Building 1

Summary

Building 2

Summary

Building Structure

 

31

Building System

 

30

Building Systems

 

30

Building Systems Documents

 

29

Cafeteria

 

26

Capital Improvement Notice

 

31

capital in nature

 

32

Casualty

 

39

City

 

34

Clean-up

 

24

Closure Letter

 

25

Code

Exhibit B

CofO

Exhibit B

Common Areas

 

2

Comparable Area

Exhibit H

Comparable Buildings

Exhibit H

Comparable Transactions

Exhibit H

Construction Drawings

Exhibit B

Construction Hours

Exhibit B

Construction Schedule

Exhibit B

Contract

Exhibit B

Contractor

Exhibit B

Control

 

45

Coordination Fee

Exhibit B

Cosmetic Alterations

 

34

ii


 

Cost Pools

 

18

Damage Termination Date

 

40

Damage Termination Notice

 

40

Delivery Condition

Exhibit B

Delivery Date

Exhibit B

Design Problem

 

34

Direct Expenses

 

11

Economic Terms

 

4

Emergency

 

33

Energy Disclosure Information

 

62

Energy Disclosure Requirements

 

62

Engineers

Exhibit B

Environmental Assessment

 

24

Environmental Laws

 

22

Environmental Permits

 

20

Environmental Questionnaire

 

21

Environmental Report

 

24

Estimate

 

18

Estimate Statement

 

18

Estimated Direct Expenses

 

18

Excess

 

18

Exercise Notice

 

8

Existing Underlying Documents

 

21

Expense Year

 

11

Experience

Exhibit I

Final Condition

Exhibit B

Final Condition Date

Exhibit B

Final Costs

Exhibit B

Final Space Plan

Exhibit B

Final Working Drawings

Exhibit B

First Offer Notice

 

4

First Offer Space

 

4

Fitness Center

 

1

Food and Beverage Space

 

3

Force Majeure

 

58

Force Majeure Delay

Exhibit B

Future Underlying Documents

 

21

Governmental Approvals

 

52

Hazardous Materials

 

21

Hazardous Materials Claims

 

22

HVAC

 

27

Identification Requirements

 

61

Improvement Allowance

Exhibit B

Improvement Allowance Items

Exhibit B

Improvements

Exhibit B

Initial Notice

 

28

Interest Rate

 

54

Intervening Lease

 

4

JAMS Arbitration

 

33

Landlord

 

1

Landlord Contribution

 

40

Landlord Delay Day

Exhibit B

Landlord Minor Changes

Exhibit B

Landlord Parties

 

36

Landlord Response Notice

 

8

Landlord SOV

Exhibit B

Landlord SOV Improvements

Exhibit B

Landlord Use Rights

 

1

Landlord's Capital Improvements

 

31

Landlord's Obligations to Minimize Tenant Interference

 

2

Landlord's Option Rent Calculation

 

8

iii


 

Landlord's Repair Estimate Notice

 

40

Landlord's Set-Off Notice

 

33

Landlord's Statement

 

9

Late Delivery Abatements

Exhibit B

Lease

 

1

Lease Commencement Date

 

7

Lease Expiration Date

 

7

Lease Month

 

7

Lease Term

 

7

Lease Year

 

7

Lines

 

61

Loss

 

36

Management Fee Percentage

 

14

Management Standard

 

29

Market Rent

Exhibit H

Memorandum

 

57

Net Worth

 

45

Neutral Arbitrator

 

8

New Offer Terms

 

5

Non-Reimbursable Capital Improvements

 

32

Notices

 

58

Objectionable Name

 

52

OFAC

 

63

Operating Expenses

 

11

Option Rent

 

8

Option Rent Submittals

 

8

Option Term

 

8

Option to Extend

 

8

Original Improvements

 

38

Other Improvements

 

61

Other Phase Buildings

 

1

Other Project Buildings

 

1

Outside Agreement Date

 

8

Over-Allowance Amount

Exhibit B

Patriot Act

 

64

Payment Notice

Exhibit B

PCBs

 

21

Permitted Transferee

 

45

Permitted Transferee Assignee.

 

45

Permitted Use

Summary

Phase

Summary

Phase 1

 

1

Phase 2 Additional Notice

 

6

Phase 2 First Offer Notice

 

6

Phase 2 First Offer Space

 

6

Phase 2 First Offer Term

 

6

Phase 2 New Offer Terms

 

6

Phase 2 Right of First Offer

 

6

Preliminary Space Plan

Exhibit B

Premises

 

1

Prohibited Persons

 

63

Project

Summary

Proposition 13

 

16

Rebuttals

 

9

Refusal Notice

Exhibit B

Reimbursable Capital Expenditures

 

12

REIT

Exhibit B

Release

 

22

Renewal Allowance

Exhibit H

Renovations

 

60

rent

 

50

iv


 

Rent

 

11

Right of First Offer

 

4

Rooftop Equipment

 

61

Rules and Regulations

 

20

Ruling

 

9

Sale

 

57

Secured Areas

 

55

Security Deposit

 

51

Sell

 

57

Service Agreements

 

29

Service Provider

Exhibit I

Service Providers

Exhibit I

Short Extended Term

 

10

Shuttle Service

 

63

Shuttle Service Riders

 

63

Site Operations Manager

 

29

Specialty Alterations

 

35

Specified Engineers

 

29

Statement

 

18

Stoppage

 

63

Subject Space

 

42

Submetering Equipment

 

27

Summary

 

1

Superior Leases

 

4

Superior Right Holders

 

4

Tax Expenses

 

15

TCCs

 

1

Tenant

 

1

Tenant Damage

 

33

Tenant Delay

Exhibit B

Tenant Deliverables

Exhibit B

Tenant Energy Use Disclosure

 

63

Tenant Funded Capital Improvements,

 

32

Tenant Parties

 

36

Tenant SOV

Exhibit B

Tenant SOV Improvements

Exhibit B

Tenant's Agents

21, Exhibit B

Tenant's Employees

 

29

Tenant's First Offer Exercise Notice

 

5

Tenant's Phase 2 First Offer Exercise Notice

 

6

Tenant's Rebuttal Statement

 

9

Tenant's Security System

 

28

Tenant's Share

 

17

Tenant's Signage

 

52

Tenant's Statement

 

9

Third Party Contractor

 

39

Third Party Lease

 

5

TI Item

Exhibit B

Transfer

 

45

Transfer Notice

 

42

Transfer Premium

 

44

Transferee

 

42

Transfers

 

42

Underlying Documents

 

21

Work Letter

1, Summary

 

 

v


 

 

OYSTER POINT

(PHASE 1)

LEASE

This Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between KR OYSTER POINT 1, LLC, a Delaware limited liability company ("Landlord"), and CYTOKINETICS INCORPORATED, a Delaware corporation ("Tenant").

SUMMARY OF BASIC LEASE INFORMATION

 

1


 

TERMS OF LEASE

DESCRIPTION

 

 

1.     Date:

July 24, 2019.

 

 

2.     Project; Phase; Building; Premises:

        (Article 1)

 

 

 

2.1     Project; Phase:

That certain project (the "Project") known as "Oyster Point" located in South San Francisco, California, which is comprised of (i) up to five (5) phases (each, a "Phase"), (ii) the buildings within each Phase, comprised of (a) the buildings located in Phase 1 of the Project (i.e., the Building, Building 1 and Building 2) in Phase 1 of the Project (Building 1 and Building 2 of Phase 1 are the "Other Phase Buildings"); and (b) the other buildings located within the other Phases of the Project which are not owned by Landlord (the "Other Project Buildings"), (iii) any outside plaza areas, walkways, driveways, courtyards, public and private streets, transportation facilitation areas and other improvements and facilities now or hereafter constructed surrounding and/or servicing the Building, the Other Phase Buildings and/or the Other Project Buildings, which are designated from time to time by Landlord (and/or any other owners of the Project) as common areas appurtenant to or servicing the Building, and any such other improvements; (iv) any additional buildings, improvements, facilities and common areas which Landlord (any other owners of the Project) may add thereto from time to time within or as part of the Project; and (v) the land upon which any of the foregoing are situated.

The Building described below is located in Phase 1 of the Project.  "Phase 1" consists of (i) the Building, (ii) a five (5) story building ("Building 1") the address of which is 354 Oyster Point Boulevard, South San Francisco, California, and (iii) a six (6)‑story building ("Building 2") the address of which is 352 Oyster Point Boulevard, South San Francisco, California.

 

 

2.2     Building:

That certain seven (7)‑story building containing approximately 234,892 rentable square feet ("Building"), the address of which is 350 Oyster Point Boulevard, South San Francisco, California, which Building includes the Food and Beverage Space, the Auditorium, and the Fitness Center (as those terms are defined below).  

 

 

2.3     Premises:

234,892 rentable square feet consisting of the entirety of the space located in the Building (but not including the Amenities (as that term is defined below)), as further depicted on Exhibit A to this Lease.

 

 

3.     Lease Term

(Article 2):

 

 

 

3.1     Length of Term:

Approximately twelve (12) years.

 

 

3.2     Lease Commencement Date:

Twelve (12) months following the "Delivery Date" (as that term is defined in the Work Letter attached hereto as Exhibit B (the "Work Letter")); provided, however, in no event shall the Lease Commencement Date occur prior to (i) the Anticipated Delivery Date (as defined below) or (ii) the "Final Condition Date" (as that term is defined in the Work Letter).  The anticipated Delivery Date (" Anticipated Delivery Date") is September 1, 2020.

 

 

2


 

3.3     Lease Expiration Date:

The last day of the calendar month in which the twelfth (12th) annual anniversary of the Lease Commencement Date occurs; provided, however, to the extent the Lease Commencement Date occurs on the first day of a calendar month, then the Lease Expiration Date shall be the day immediately preceding the twelfth (12th) annual anniversary of the Lease Commencement Date.

 

 

3.4     Option Term(s):

Two (2) five (5)-year option(s) to renew, as more particularly set forth in Section 2.2 of this Lease.

 

 

4.     Base Rent (Article 3):

 

 


Period During

Lease Term

Annual

Base Rent*

Monthly

Installment

of Base Rent*

Monthly

Rental Rate

per Rentable

Square Foot*

***Lease Commencement Date – Lease Month 12

$10,456,871.40****

$871,405.95****

$5.45

Lease Month 13 – Lease Month 24

$15,899,604.60

$1,324,967.05

$5.64**

Lease Month 25 – Lease Month 36

$16,456,090.80

$1,371,340.90

$5.84**

Lease Month 37 – Lease Month 48

$17,032,053.96

$1,419,337.83

$6.04**

Lease Month 49 – Lease Month 60

$17,628,175.80

$1,469,014.65

$6.25**

Lease Month 61 – Lease Month 72

$18,245,161.92

$1,520,430.16

$6.47**

Lease Month 73 – Lease Month 84

$18,883,742.64

$1,573,645.22

$6.70**

Lease Month 85 – Lease Month 96

$19,544,673.60

$1,628,722.80

$6.93**

Lease Month 97 – Lease Month 108

$20,228,737.20

$1,685,728.10

$7.18**

Lease Month 109 – Lease Month 120

$20,936,742.96

$1,744,728.58

$7.43**

Lease Month 121 – Lease Month 132

$21,669,528.96

$1,805,794.08

$7.69**

Lease Month 133 – Lease Expiration Date

$22,427,962.44

$1,868,996.87

$7.96**

*      The initial Annual Base Rent amount was calculated by multiplying the initial Annual Rental Rate per Rentable Square Foot amount by the number of rentable square feet of space in the Premises, and the initial Monthly Installment of Base Rent amount was calculated by dividing the initial Annual Base Rent amount by twelve (12).  Both Tenant and Landlord acknowledge and agree that multiplying the Monthly Installment of Base Rent amount by twelve (12) does not always equal the Annual Base Rent amount.  In all subsequent Base Rent payment periods during the Lease Term commencing on the first (1st) day of the full calendar month that is Lease Month 13, the calculation of each Annual Base Rent amount reflects an annual increase of three and one-half percent (3.5%) and each Monthly Installment of Base Rent amount was calculated by dividing the corresponding Annual Base Rent amount by twelve (12).

**    The amounts identified in the column entitled "Annual Rental Rate per Rentable Square Foot" are rounded amounts and are provided for informational purposes only.

***  The Base Rent for the Lease Months 1 through 12 is calculated based on 159,891 rentable square feet in the Premises, notwithstanding that Tenant is leasing the entire Premises (consisting of 234,892 rentable square feet); provided, however, that Tenant shall pay Tenant's Share of Operating Expenses and Tax Expenses and all other Additional Rent based on 234,892 rentable square feet in the Premises for the entire Lease Term.

**** Subject to the terms set forth in Section 3.2 below, the Base Rent attributable to the two (2) month period commencing on the first (1st) day of the first (1st) full calendar month of the Lease Term and ending on the last day of the second (2nd) full calendar month of the Lease Term shall be abated.

3


 

 

5.     Operating Expenses and Tax Expenses

(Article 4):

This is a "TRIPLE NET" lease and as such, the provisions contained in this Lease are intended to pass on to Tenant and reimburse Landlord for the costs and expenses reasonably associated with this Lease and the Project, and Tenant's operation therefrom.  To the extent such costs and expenses payable by Tenant cannot be charged directly to, and paid by, Tenant, such costs and expenses shall be paid by Landlord but reimbursed by Tenant as Additional Rent, except as otherwise provided for in this Lease.

 

 

6.     Tenant's Share

(Article 4):

100% of the Building, subject to allocation amongst the Other Phase Buildings and the Other Project Buildings pursuant to Section 4.3 of this Lease.

 

 

7.     Permitted Use

(Article 5):

Tenant shall use the Premises solely for (i) general office use, (ii) general laboratory uses, (iii) research, manufacture and development uses, and (iv) other uses incidental thereto (including a vivarium, Auditorium (defined below) and Fitness Center (defined below)) that are consistent with the nature of the Project, applicable zoning, building codes or the Existing Underlying Documents, as that term is set forth in Section 5.3 of this Lease (collectively, the "Permitted Use").

 

 

8.     Security Deposit

(Article 21):

$5,120,645.60, subject to Article 21 of this Lease, which amount is equal to four (4) months of Base Rent for the first calendar month of the Lease Term based on the total RSF of the Premises and is subject to adjustment pursuant to the terms of Section 1.2 below.

 

 

9.     Parking Passes

(Article 28):

439 unreserved parking passes.

 

 

10.    Address of Tenant

(Section 29.18):

Cytokinetics, Incorporated

280 E Grand Ave

South San Francisco, California 94080

Attention: Ching Jaw, Chief Financial Officer

Telephone Number:                                                  

E-mail:                                                                      

(Prior to Lease Commencement Date)

 

 

And

Cytokinetics, Incorporated
350 Oyster Point Boulevard,
South San Francisco, California 94080

Attention:                                                                  

Telephone Number:                                                  

E-mail:                                                                      

(After Lease Commencement Date)

 

4


 

 

 

11.    Address of Landlord

(Section 29.18):

KR OYSTER POINT 1, LLC

c/o Kilroy Realty Corporation

12200 West Olympic Boulevard, Suite 200

Los Angeles, California 90064

Attention: Legal Department

with copies to:

Kilroy Realty Corporation

100 First Street, Suite 250

San Francisco, CA 94105

Attention: Mr.  John Osmond

and

Kilroy Realty Corporation

100 First Street, Suite 250

San Francisco, CA 94105

Attention: Regional Vice-President, San Francisco

and

Allen Matkins Leck Gamble Mallory & Natsis LLP

1901 Avenue of the Stars, Suite 1800

Los Angeles, California 90067

Attention: Anton N.  Natsis, Esq.

 

and, for sustainability-related notices only:

Kilroy Realty Corporation

12200 West Olympic Boulevard, Suite 200

Los Angeles, California 90064

Attention: Sara Neff, Senior Vice President – Sustainability

 

 

12.    Broker(s)

(Section 29.24):

Representing Tenant:

Gregg Domanico
Managing Partner
Kidder Mathews
203 Redwood Shores Parkway, Suite 530

Redwood City, CA 94065

 

 

 

Representing Landlord:

James K. Bennett

Managing Partner

Executive Vice President, Life Sciences

Kidder Mathews

101 Mission Street, Suite 2100

San Francisco, CA 94105

 

 

13.    Improvement Allowance

(Section 2 of Exhibit B):

$145.00 per rentable square foot of the Premises for a total of $34,059.340.00 (based on 234,892 rentable square feet), subject to adjustment pursuant to Section 1.2, below.

 

 

 

5


 

ARTICLE 1

PREMISES, BUILDING, PHASE, PROJECT, AND COMMON AREAS

1.1Premises, Building, Project and Common Areas.  

1.1.1The Premises.  Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the "Premises").  The outline of the Premises is set forth in Exhibit A attached hereto.  The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions (the "TCCs") herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such TCCs by it to be kept and performed and that this Lease is made upon the condition of such performance.  The parties hereto hereby acknowledge that the purpose of Exhibit A is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the "Common Areas," as that term is defined in Section 1.1.3, below, or the elements thereof or of the accessways to the Premises, Phase or the Project.  Except as specifically set forth in this Lease and in the Work Letter attached hereto as Exhibit B (the "Work Letter"), Tenant shall accept the Premises in its existing "as-is" condition and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises.  Tenant also acknowledges that, except as set forth in this Lease or the Work Letter, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant's business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant's responsibility and Tenant's failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant's obligations under this Lease), except as specifically set forth in this Lease and the Work Letter.  Notwithstanding anything above to the contrary, Landlord covenants that, on the "Final Condition Date," as that term is defined in the Work Letter, the "Base Building," as that term is defined in Section 8.2, below, shall be in good working order and in compliance with Applicable Laws; provided, however, that, subject to and without limitation of Section 10.3.2.4 below, Landlord shall not be responsible for any Tenant Damage (as that term is defined in Section 7.5, below), and further provided that any breach by Landlord of the foregoing covenant shall be subject to cure by Landlord, at Landlord's sole cost and expense.  

1.1.1.1Auditorium.  As part of constructing the Base, Shell and Core, as further described in the Work Letter, Landlord, at Landlord's sole expense, shall construct an auditorium and/or conference facilities on the first floor of the Building, as shown on Exhibit A-2 attached hereto (the "Auditorium"), which Auditorium shall be part of the Premises. Pursuant to the terms of this Section 1.1.1.1, Landlord shall have the right to access and use the Auditorium from time to time, for events hosted by or on behalf of Landlord or the operator of the Food and Beverage Space, defined below (collectively "Landlord Use Rights"); provided, that Landlord shall provide Tenant with no less than ten (10) business days' notice in advance of Landlord's exercise of the Landlord Use Rights (which notice shall include a general description of the timing and purpose of the use) and shall obtain Tenant's written approval of the scheduling of any such use of the Auditorium, which shall not be unreasonably withheld, conditioned or delayed, so as to avoid conflicts with any use of the Auditorium by Tenant.  In connection with Landlord's use of the Auditorium pursuant to this Section 1.1.1.1, Landlord shall reimburse Tenant for Tenant's actual, reasonable out-of-pocket costs of the increased janitorial and security services and utilities that Tenant will be required to provide during a Landlord event in the Auditorium.  

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1.1.1.2Fitness Center.  As part of constructing the Base, Shell and Core, as further described in the Work Letter, Landlord, at Landlord's sole expense, shall construct a fitness center located on the first floor of the Building, as shown on Exhibit A-2 attached hereto (the "Fitness Center"), which Fitness Center shall be part of the Premises.  Landlord shall operate the Fitness Center by providing basic towel service, janitorial service and other services consistent with Fitness Centers operated by landlords of Comparable Buildings (and in no event is Landlord required to offer fitness classes or training services).  Landlord's costs of operating the Fitness Center shall be included in Operating Expenses, except as is otherwise provided for in this Lease, and Landlord shall not charge individual users of the Fitness Center a separate charge or fee for use of the Fitness Center.  Notwithstanding the foregoing, upon no less than sixty (60) days prior written notice from Tenant to Landlord, Tenant shall have the right to take over operation of the Fitness Center.  If Tenant elects to take over operation of the Fitness Center, the parties shall reasonably cooperate with each other to facilitate such transition, including execution of commercially reasonable documentation, such as a bill of sale for any fitness equipment.  Use of the Fitness Center by Tenant shall be at the sole risk of Tenant and Landlord assumes no liability or risk associated with Tenant's use of the Fitness Center.  Tenant acknowledges that use of the Fitness Center may be unsupervised and unattended.  If Landlord is operating the Fitness Center, Tenant acknowledges that each officer or employee of Tenant who desires to use the Fitness Center will be required to sign and deliver to Landlord, a commercially reasonable release of liability agreement in such form as is customary in the industry and as may be revised by Landlord from time to time.  Landlord shall have the right, at Landlord's reasonable discretion, and in consultation with Tenant, to modify from time-to-time (but not permanently eliminate) the provision of services available at the Fitness Center.  

1.1.2Project.  The site plan depicting the contemplated configuration of the Project is attached hereto as Exhibit A‑1.  Notwithstanding the foregoing or anything contained in this Lease to the contrary, Landlord has no obligation to expand or otherwise make any improvements within the Project (other than Landlord's obligation to perform all work necessary for the Final Condition (as described in Section 1.3 of the Work Letter) and the obligation to construct Buildings 1 and 2 within Phase 1 so that Tenant's Right of First Offer described in Section 1.3, below shall be exercisable).

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1.1.3Common Areas.  Tenant shall have the non-exclusive right (except for the exclusive right to use the Fitness Center, as set forth below, and except as otherwise set forth in this Lease) to use in common with other tenants in the Project, and subject to the Rules and Regulations referred to in Article 5 of this Lease, those portions of the Project which are provided, from time to time, for use in common by Landlord, Tenant and any other tenants of the Project (such areas, together with such other portions of the Project designated by Landlord, in its discretion, including certain areas designated for the exclusive use of certain tenants, or to be shared by Landlord and certain tenants, are collectively referred to herein as the "Common Areas").  Subject to Landlord's Obligations to Minimize Tenant Interference (defined below) and the further restrictions set forth in Section 1.1.4, below, Landlord (and/or any other owners of the Project) reserves the right from time to time to:  (1) make Renovations (as defined in Section 29.30 below), and (y) expand or decrease the size of the Project and any Common Areas and other elements thereof, including adding, deleting and/or excluding buildings (including the Other Project Buildings) thereon and therefrom, but not deleting or excluding the Other Phase Buildings or the Common Areas within Phase 1; (2) close temporarily any of the Common Areas while engaged in making repairs, improvements or alterations to the Project, but any closures of the Parking Facilities during regular business hours shall include the provision of temporary parking in the Project or another location in reasonable proximity to the Parking Facilities; and (3) perform such other acts and make such other changes with respect to the Project as Landlord may, in the exercise of good faith business judgment, deem to be reasonably appropriate.  The preceding sentence is not applicable to the Amenities, and Landlord's right to make changes to the Amenities is limited as set forth in Section 1.1.4, below.  The manner in which the Common Areas are maintained and operated shall be at the reasonable discretion of Landlord and the use thereof shall be subject to the Rules and Regulations.  Except as and to the limited extent specifically required for Landlord to perform Landlord's obligations under this Lease or required by Applicable Laws, Landlord may not (i) materially and adversely affect Tenant's right to use or access the Premises for the Permitted Use or otherwise preclude Tenant from using the Premises for the Permitted Use, (ii) materially and adversely affect Tenant's ability to access or use the Parking Facilities (as defined in Article 28 below) or Amenities in accordance with Tenant's rights set forth in this Lease (any decrease in the number of parking passes available to Tenant being deemed a material and adverse effect on Tenant's access and use of the Parking Facilities), or (iii) materially and adversely affect Tenant's ability to access or use the Common Areas within Phase 1, in each instance, other than temporary impacts caused by repairs, maintenance, renovations or replacements necessary to keep the Project in a first-class condition; and moreover, in exercising any rights under this Lease, Landlord shall use commercially reasonable efforts to minimize any material adverse effect upon Tenant's ability to use the Premises for the Permitted Use, use the Parking Facilities and Amenities as contemplated by this Lease, and use of the Common Areas providing access to the Premises and Parking Facilities (collectively, "Landlord's Obligations to Minimize Tenant Interference").  

1.1.4Amenities.  Except as set forth below, Tenant's use of any other amenity areas within the Project shall only be accessible to Tenant, if Landlord (or Landlord's affiliate) makes the amenity areas available to Tenant (provided, however, that the only amenity areas which Landlord may not offer to Tenant are those provided solely to tenants of other Phases of the Project but not offered to tenants of Phase 1), and Tenant, in Tenant's sole discretion elects, in writing, to utilize such amenity areas.  If Tenant makes such election, then the costs of operating, repairing, and maintaining such future amenities shall be included in Direct Expenses, subject to Section 4.3, below.

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1.1.4.1Food and Beverage Space.  As part of constructing the Base, Shell and Core, as further described in the Work Letter, Landlord, at Landlord's sole expense, shall construct a food and beverage space on the first floor of the Building, as shown on Exhibit A-2 attached hereto (the "Food and Beverage Space"), which Food and Beverage Space shall be Common Area, and shall be available for non-exclusive use by Tenant, the other tenants of the Project, and the general public.  Landlord shall operate the Food and Beverage Space, but may delegate its responsibilities hereunder to a food and beverage operator in which case such operator shall have all the rights of control attributed hereby to the Landlord.  The costs of operating the Food and Beverage Space shall be excluded from Direct Expenses (as that term is defined in Section 4.2.2, below).  The Food and Beverage Space shall be open and operating providing food service, and available for Tenant's use, on the latest of (i) the date that Tenant commences to conduct business from the Premises, and (ii) the Lease Commencement Date (collectively, the "Amenity Opening Date").  Notwithstanding the foregoing, if the Food and Beverage Space is not open and operating as of the Amenity Opening Date, then Landlord, as Tenant's sole remedy, shall make alternative food service available to Tenant within reasonable proximity to the Premises, such as by providing access to food trucks or temporary cafeterias in other areas of the Project. At Tenant's request, Landlord shall consult with Tenant, and consider recommendations, on the provision of such temporary food service. Landlord shall have the right, at Landlord's sole discretion, to modify from time-to-time (but not permanently eliminate) the provision of services available at the Food and Beverage Space.  Tenant's use of the Food and Beverage Space shall be subject to reasonable rules and regulations reasonably promulgated by Landlord from time to time.  Furthermore, Landlord shall have the right, at Landlord's sole discretion, to perform Renovations (as defined in Section 29.30, below) to the Food and Beverage Space, and to otherwise (1) close temporarily the Food and Beverage Space while engaged in making repairs, improvements or alterations to the Food and Beverage Space; and (2) perform such other acts and make such other changes with respect to the Food and Beverage Space as Landlord may, in the exercise of good faith business judgment, deem to be reasonably appropriate, so long as such changes permit the Food and Beverage Space to continue to provide food and/or beverage service available for Tenant's use at materially the same quality of service previously provided for therein, or which is otherwise consistent with the nature of the Project.  

1.1.5Access.  Except when and where Tenant's right of access is specifically excluded in this Lease, Tenant shall have the right of access to the Premises, the Building, and the Parking Facilities twenty-four (24) hours per day, seven (7) days per week during the "Lease Term," as that term is defined in Section 2.1 below.

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1.2Stipulation of Rentable Square Feet of Premises and Building.  For purposes of this Lease, "rentable square feet" of the Premises shall be stipulated as set forth in Section 2.2 of the Summary to include the categorization of usable and rentable square footage within the Project that are then included in the Premises, the calculations, methodology, and assumptions detailed in that certain Preliminary Report prepared by Stevenson Systems prepared for Kilroy Realty Corporation, dated 03-13-2019, Report ID R17 (collectively, the "BOMA Assumptions").   Further, Landlord and Tenant hereby stipulate and agree that the rentable area of the Premises, based on the Base Building Plans (as that term is defined in Section 1.1 of the Work Letter) and BOMA Assumptions is as set forth in Section 2.2 of the Summary, and that such rentable area was calculated to include certain usable area of the Food and Beverage Space.  Tenant may not object to the methodology or assumptions used to determine RSF of the Premises or Building as set forth in this Lease.  Within ninety (90) days after the Delivery Date, either Landlord or Tenant may remeasure the Premises in accordance with Standard Methods of Measurement and Calculating Rentable Area – 2017 (Method A) (ANSI/BOMA Z65.1-2017) and its accompanying guidelines (collectively, "BOMA 2017") and the BOMA Assumptions; provided that the total RSF of the Premises shall not be increased by more than three percent (3%).  Landlord and Tenant agree that if there is any difference between BOMA 2017 and the BOMA Assumptions, then the BOMA Assumptions shall govern and control.  Landlord's failure to deliver written notice of such objection within said ninety (90) day period shall be deemed to constitute Landlord's acceptance of RSF set forth in this Lease.  Tenant's failure to deliver written notice of such objection within said ninety (90) day period shall be deemed to constitute Tenant's acceptance of RSF set forth in this Lease.  If Landlord remeasures the Premises, Landlord shall deliver written notice of the new RSF of the Premises to Tenant.  If elects to remeasure the Premises or if Tenant objects to Landlord's determination of the RSF of the Premises, Landlord's space planner/architect and Tenant's space planner/architect shall promptly meet and attempt to agree upon the RSF of the Premises as measured using the BOMA Assumptions.  If Landlord's space planner/architect and Tenant's space planner/architect cannot agree on the RSF of the Premises within thirty (30) days after Tenant's objection thereto, Landlord and Tenant shall mutually select an independent third party space measurement professional (who shall have been active over the ten (10) year period ending on the date of such appointment in the measurement of Comparable Buildings (as defined in Exhibit H), and has not represented Landlord and/or Tenant during the five (5) year period prior to such appointment) to determine the RSF of the Premises, subject to the limitations set forth herein.  Such third party independent measurement professional's determination shall be conclusive and binding on Landlord and Tenant.  Landlord and Tenant shall equally split the fees and expenses of the independent third party space measurement professional.  If the Lease Term commences prior to the final determination of the RSF of the Premises, the RSFs set forth in this Lease shall be utilized until a final determination of the RSF of the Premises is made, whereupon an appropriate adjustment, if necessary, shall be made retroactively, and Landlord shall make appropriate payment (if applicable) to Tenant.  In the event that pursuant to the procedure described in this Section 1.2 above, it is determined that the actual RSF of the Premises is different form the RSF in this Lease, all amounts, percentages and figures appearing or referred to in this Lease based upon such incorrect amount (including, without limitation, the amount of the Rent, as those term is defined in Section 4.1 of this Lease, the amount of the Security Deposit, the amount of the Improvement Allowance and Additional Allowance, as those terms are defined in Section 2.1 of the Work Letter) shall be modified in accordance with such determination; provided that the total RSF of the Premises shall not be increased by more than three percent (3%).  If such determination is made, it will be confirmed in writing by Landlord to Tenant.

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1.3Right of First Offer for Buildings 1 and 2.  As of the Date of this Lease, and continuing during the initial Lease Term, Tenant shall have an ongoing right of first offer (the "Right of First Offer") with respect to the entirety of the space located in Building 1 and Building 2 of Phase 1 of the Project (the "First Offer Space"), on the terms and conditions set forth in this Section 1.3.  Notwithstanding the foregoing, and subject to the terms and conditions of Section 1.3.6 below, such Right of First Offer shall be subordinate to (i) the first lease or leases entered into by Landlord for the First Offer Space and (ii) the first lease (an "Intervening Lease") entered into by Landlord during any period in which Tenant is not entitled to exercise its Right of First Offer and all expansion rights set forth in any Intervening Lease (collectively, the "Superior Leases", and the tenants under such Superior Leases are "Superior Right Holders") (including, in each instance, renewals of any such Superior Leases, irrespective of whether any such renewals are currently set forth in such leases or are subsequently granted or agreed upon, and regardless of whether such renewals are consummated pursuant to a lease amendment or a new lease).  As of the Date of this Lease, there are not any Superior Right Holders.  Notwithstanding any contrary provision in the lease of any Superior Right Holder, such rights of any Superior Right Holder shall continue to be superior to Tenant's Right of First Offer in the event that such Superior Right Holder's lease is renewed or otherwise modified (and irrespective of whether any such renewal is currently set forth in such lease or is subsequently granted or agreed upon, and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease).  

1.3.1Procedure for Offer.  From time to time, prior to leasing the First Offer Space to a third party (other than to a Superior Right Holder), Landlord shall deliver written notice to Tenant (the "First Offer Notice") (a) describing the First Offer Space (or portion thereof) that is then available and pursuant to such First Offer Notice, (b) offering to lease to Tenant the First Offer Space described in the First Offer Notice, and (c) setting forth the "Economic Terms" (as that term is defined herein below), the proposed term length and anticipated delivery date upon which Landlord is willing to lease such space to Tenant.  As used in this Section 1.3, "Economic Terms" shall refer to:  (i) the rental rate; (ii) the amount of any improvement allowance or the value of any work to be performed by Landlord in connection with the lease of such space (which amount is a deduction from the cost to Tenant or such other party); (iii) the amount of free rent or abated rent; and (iv) any other monetary concessions.  

1.3.2Procedure for Acceptance.  If Tenant wishes to exercise Tenant's Right of First Offer with respect to the space described in the First Offer Notice, then within ten (10) days of delivery of the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice.  If Tenant does not deliver Tenant's First Offer Exercise Notice within the ten (10) day period, then Landlord shall be free to enter into a lease ("Third Party Lease") for the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, during the 180-day period following the initial delivery of the First Offer Notice to Tenant, if the Economic Terms that Landlord is prepared to accept under a Third Party Lease are greater than seven and five-tenths percent (7.5%) more favorable to the tenant than the Economic Terms offered by Landlord to Tenant (as determined using a "Net Equivalent Lease Rate", as defined in Exhibit H attached hereto), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party) (the "New Offer Terms") to Tenant by written notice (the "Additional Notice") setting forth the New Offer Terms, and Tenant shall have five (5) business days from Tenant's receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Space which does not require Landlord to deliver another Additional Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such Right of First Offer, as applicable).  If Landlord does not lease the First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall also provide Tenant with an Additional Notice prior to entering into a Third Party Lease.

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1.3.3First Offer Term.  Tenant shall commence payment of Rent for the First Offer Space, and the term of the First Offer Space (the "First Offer Term") shall commence on the date set forth in the First Offer Notice and shall terminate concurrently with Tenant's lease of the Premises; provided, however, the First Offer Term shall not be less than ten (10) years and if less than ten (10) years are remaining in the Lease Term of this Lease, then the Lease Term of this Lease shall be extended to be coterminous with the First Offer Term, and all terms of this Lease will be appropriately adjusted to reflect the change in the Lease Term, with (i) the extension of the then-existing Premises being on all of the same terms and conditions as this Lease (including annual increases in Base Rent of 3.5%), provided that the then-existing Premises will be leased in its "as is" condition for any extended term and no improvement allowance will be paid on account of the existing Premises, (ii) the lease of the First Offer Space on all of the terms and conditions set forth in the First Offer Notice, and (iii) Tenant's rights to the Option Terms pursuant to Section 2.2 will apply to the entire Premises, as expanded to include the First Offer Space.

1.3.4Construction in First Offer Space.  Tenant shall take the First Offer Space in its "as is" condition (except as otherwise provided in the First Offer Notice), and Tenant's construction of improvements in the First Offer Space shall comply with the terms of Article 8 of the First Offer Lease (defined below).  Any improvement allowance to which Tenant may be entitled shall be as set forth in the First Offer Notice.

1.3.5New Lease.  If Tenant timely exercises its Right of First Offer as set forth herein, then Landlord and Tenant shall, within thirty (30) days thereafter, execute a new lease for such First Offer Space (the "First Offer Lease"), which First Offer Lease shall be on the same TCCs of this Lease, except as provided in the First Offer Notice and this Section 1.3 to the contrary.  In no event shall the TCCs of Section 1.4, below apply to the First Offer Lease.  Notwithstanding the foregoing, the failure of Landlord and Tenant to execute and deliver such First Offer Lease shall not affect an otherwise valid exercise of Tenant's first offer rights or the parties' rights and responsibilities in respect thereof.

1.3.6Termination of Right of First Offer.  The Right of First Offer shall be personal to the original Tenant set forth in this Lease (the "Original Tenant") and any Permitted Transferee Assignee (as that term is defined in Section 14.8, below).  Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.3, if, as of the date of the attempted exercise of any Right of First Offer by Tenant, or, at Landlord's option, as of the scheduled date of delivery of such First Offer Space to Tenant, (i) Tenant failed to timely exercise its Right of First Offer with respect to such particular First Offer Space, (ii) Tenant has received written notice that Tenant is then in monetary or material non-monetary default under this Lease, which default remains uncured, (iii) Tenant has been in monetary or material non-monetary default under this Lease (beyond the applicable notice and cure periods) more than once during the preceding twelve (12) month period, and/or (iv) Original Tenant and/or its Permitted Transferee Assignee is not in occupancy of at least seventy percent (70%) of the entire then-existing Premises.

1.4Right of First Offer for Multi-Tenant Space in Phase 2.  As of the Date of this Lease, and continuing during the initial Lease Term, Tenant shall have one-time right of first offer (the "Phase 2 Right of First Offer") with respect to any life-science space within a particular building within Phase 2 of the Project which consists of less than the entirety of the life-science space within such building (i.e., consists of life-science space within a multi-tenant building) (the "Phase 2 First Offer Space"), on the terms and conditions set forth in this Section 1.4.  

1.4.1Procedure for Offer.  From time to time, prior to leasing the Phase 2 First Offer Space to a third party (other than to a Superior Right Holder), Landlord shall deliver written notice to Tenant (the "Phase 2 First Offer Notice") (a) describing the Phase 2 First Offer Space (or portion thereof) that is then available and pursuant to such Phase 2 First Offer Notice, (b) offering to lease to Tenant the Phase 2 First Offer Space described in the Phase 2 First Offer Notice, and (c) setting forth the Economic Terms, the proposed term length and anticipated delivery date upon which Landlord (or an affiliate of Landlord) is willing to lease such space to Tenant.

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1.4.2Procedure for Acceptance.  If Tenant wishes to exercise Tenant's Phase 2 Right of First Offer with respect to the space described in the Phase 2 First Offer Notice, then within ten (10) days of delivery of the Phase 2 First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's Phase 2 First Offer Exercise Notice") of Tenant's election to exercise its Phase 2 Right of First Offer with respect to the entire space described in the Phase 2 First Offer Notice on the terms contained in such notice.  If Tenant does not deliver Tenant's Phase 2 First Offer Exercise Notice within the ten (10) day period, then Landlord (or an affiliate of Landlord) shall be free to enter into Third Party Lease for the space described in the Phase 2 First Offer Notice to anyone to whom Landlord (or such affiliate of Landlord) desires on any terms Landlord (or such affiliate of Landlord) desires; provided, however, during the 180-day period following the initial delivery of the Phase 2 First Offer Notice to Tenant, if the Economic Terms that Landlord (or such affiliate of Landlord) is prepared to accept under a Third Party Lease are greater than seven and five-tenths percent (7.5%) more favorable to the tenant than the Economic Terms offered by Landlord to Tenant (as determined using a Net Equivalent Lease Rate), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party) (the "Phase 2 New Offer Terms") to Tenant by written notice (the "Phase 2 Additional Notice") setting forth the Phase 2 New Offer Terms, and Tenant shall have five (5) business days from Tenant's receipt of the Phase 2 Additional Notice to accept the Phase 2 New Offer Terms set forth in the Phase 2 Additional Notice (which procedure shall be repeated until Landlord (or such affiliate of Landlord) enters into a lease or lease amendment with respect to such Phase 2 First Offer Space which does not require Landlord to deliver another Phase 2 Additional Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such Phase 2 Right of First Offer, as applicable).  If Landlord (or such affiliate of Landlord) does not lease the Phase 2 First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall also provide Tenant with an Phase 2 Additional Notice prior to entering into a Third Party Lease for Phase 2 First Offer Space.

1.4.3Phase 2 First Offer Term.  Tenant shall commence payment of Rent for the Phase 2 First Offer Space, and the term of the Phase 2 First Offer Space (the "Phase 2 First Offer Term") shall commence on the date set forth in the Phase 2 First Offer Notice and shall terminate concurrently with Tenant's lease of the Premises; provided, however, the Phase 2 First Offer Term shall not be less than ten (10) years and if less than ten (10) years are remaining in the Lease Term of this Lease, then the Lease Term of this Lease shall be extended to be coterminous with the Phase 2 First Offer Term, and all terms of this Lease will be appropriately adjusted to reflect the change in the Lease Term, with (i) the extension of the then-existing Premises being on all of the same terms and conditions as this Lease (including annual increases in Base Rent of 3.5%), provided that the then-existing Premises will be leased in its "as is" condition for any extended term and no improvement allowance will be paid on account of the existing Premises, (ii) the lease of the Phase 2 First Offer Space on all of the terms and conditions set forth in the Phase 2 First Offer Notice, and (iii) Tenant's rights to the Option Terms pursuant to Section 2.2 will apply to the entire Premises, as expanded to include the Phase 2 First Offer Space.

1.4.4Construction in Phase 2 First Offer Space.  Tenant shall take the Phase 2 First Offer Space in its "as is" condition (except as otherwise provided in the Phase 2 First Offer Notice), and Tenant's construction of improvements in the Phase 2 First Offer Space shall comply with the terms of Article 8 of the Phase 2 First Offer Lease (defined below).  Any improvement allowance to which Tenant may be entitled shall be as set forth in the Phase 2 First Offer Notice.

1.4.5New Lease.  If Tenant timely exercises its Phase 2 Right of First Offer as set forth herein, then Landlord (or an affiliate of Landlord) and Tenant shall, within thirty (30) days thereafter, execute a new lease for such Phase 2 First Offer Space (the "Phase 2 First Offer Lease"), which Phase 2 First Offer Lease shall be on the same TCCs of this Lease, except as provided in the Phase 2 First Offer Notice and this Section 1.4 to the contrary, with appropriate modifications to account for the multi-tenant nature of the Phase 2 First Offer Space.  In no event shall the TCCs of Section 1.4, below apply to the Phase 2 First Offer Lease.  Notwithstanding the foregoing, the failure of Landlord (or affiliate of Landlord) and Tenant to execute and deliver such Phase 2 First Offer Lease shall not affect an otherwise valid exercise of Tenant's first offer rights or the parties' rights and responsibilities in respect thereof.

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1.4.6Termination of Phase 2 Right of First Offer.  The Phase 2 Right of First Offer shall be personal to the Original Tenant and any Permitted Transferee Assignee.  Tenant shall not have the right to lease Phase 2 First Offer Space, as provided in this Section 1.4, if, as of the date of the attempted exercise of any Phase 2 Right of First Offer by Tenant, or, at Landlord's option, as of the scheduled date of delivery of such Phase 2 First Offer Notice to Tenant, (i) Tenant has received written notice that Tenant is then in monetary or material non-monetary default under this Lease, which default remains uncured, (ii) Tenant has been in monetary or material non-monetary default under this Lease (beyond the applicable notice and cure periods) more than once during the preceding twelve (12) month period, and/or (iii) Original Tenant and/or its Permitted Transferee Assignee is not in occupancy of at least seventy percent (70%) of the entire then-existing Premises.  Furthermore, Landlord shall not be obligated to deliver a Phase 2 First Offer Notice more than once (and Tenant's Phase 2 Right of First Offer shall terminate upon Landlord's delivery of any Phase 2 First Offer Notice, subject to Landlord's obligations to re-offer set forth in Section 1.4.2 above). Tenant's Phase 2 Right of First Offer shall terminate upon the earlier of (a) Landlord's Sale (as defined in Section 29.20 below) of Phase 2 and (b) on the first day of the last twelve (12) months of the Lease Term (or otherwise on the date that Tenant as waived or failed to exercise any Option to Extend pursuant to Section 2.2 below), including any extensions of the Lease Term pursuant to Section 2.2 below.

ARTICLE 2

LEASE TERM; OPTION TERMS

2.1In General.  The TCCs and provisions of this Lease shall be effective as of the date of this Lease.  The term of this Lease (the "Lease Term") shall be as set forth in Section 3.1 of the Summary, shall commence on the date set forth in Section 3.2 of the Summary (the "Lease Commencement Date"), and shall terminate on the date set forth in Section 3.3 of the Summary (the "Lease Expiration Date") unless this Lease is sooner terminated or extended as provided in this Lease.  Notwithstanding anything herein to the contrary, the TCCs of this Lease shall begin as of the Date of this Lease for purposes of Section 365(h)(1)(A)(ii) of Chapter 11 of the United States Bankruptcy Code or any similar federal or state legislation, but measurement of tis duration and the time for the performance of the obligations of the parties hereto shall be governed by the other provisions of this Lease.  For purposes of this Lease, the term "Lease Year" shall mean each consecutive twelve (12) calendar month period during the Lease Term; provided, however, that the first Lease Year shall commence on the Lease Commencement Date and end on the last day of the month in which the first anniversary of the Lease Commencement Date occurs (or if the Lease Commencement Date is the first day of a calendar month, then the first Lease Year shall commence on the Lease Commencement Date and end on the day immediately preceding the first anniversary of the Lease Commencement Date), and the second and each succeeding Lease Year shall commence on the first day of the next calendar month; and further provided that the last Lease Year shall end on the Lease Expiration Date.  For purposes of this Lease, the term "Lease Month" shall mean each succeeding calendar month during the Lease Term; provided that the first Lease Month shall commence on the Lease Commencement Date and shall end on the last day of the first (1st) full calendar month of the Lease Term and that the last Lease Month shall expire on the Lease Expiration Date.  At any time during the Lease Term, Landlord may deliver to Tenant a notice in the form as set forth in Exhibit C, attached hereto, as a confirmation only of the information set forth therein, which Tenant shall execute and return to Landlord within ten (10) business days of receipt thereof.

2.2Option Terms.  

2.2.1Option Right.  Landlord hereby grants the Original Tenant and its Permitted Transferee Assignee, two (2) options (each, an "Option to Extend") to extend the then current Lease Term for the entire Premises each by a period of five (5) years (each an "Option Term").  Each such option shall be exercisable only by "Notice" (as that term is defined in Section 29.18 of this Lease) delivered by Tenant to Landlord as provided below, provided that, as of the date of delivery of such Notice, (i) Tenant has not received written notice that Tenant is then in monetary or material non-monetary default under this Lease, which default remains uncured, and (ii) Tenant has not been in monetary or material non-monetary default under this Lease (beyond the applicable notice and cure periods) more than once during the preceding twelve (12) month period.  Upon the proper exercise of such Option to Extend, the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years.  The rights contained in this Section 2.2 shall only be exercised by the Original Tenant or its Permitted Transferee Assignee (and not any other assignee, sublessee or other transferee of the Original Tenant's interest in this Lease) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of at least seventy percent (70%) of the entire then-existing Premises.

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2.2.2Option Rent.  The Rent payable by Tenant during the Option Term (the "Option Rent") shall be equal to the "Market Rent," as that term is defined in, and determined pursuant to, Exhibit H attached hereto.  

2.2.3Exercise of Option.  The Options to Extend contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.  Tenant shall deliver notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the then current Lease Term or Option Term, as relevant, stating that Tenant is exercising its option.  Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date which is thirty (30) days after Landlord's receipt of the Exercise Notice, setting forth Landlord's calculation of the Option Rent (the "Landlord's Option Rent Calculation").  Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant may, at its option, accept the Option Rent contained in the Landlord's Option Rent Calculation.  If Tenant does not affirmatively accept or Tenant rejects the Option Rent specified in the Landlord's Option Rent Calculation, the parties shall follow the procedure set forth in Section 2.2.4 below, and the Option Rent shall be determined in accordance with the terms of Section 2.2.4 below.

2.2.4Determination of Market Rent.  In the event Tenant timely and appropriately exercises its Option to Extend but rejects the Option Rent set forth in the Landlord's Option Rent Calculation pursuant to Section 2.2.3, above, then Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts.  If Landlord and Tenant fail to reach agreement upon the Option Rent applicable to the Option Term on or before the date that is ninety (90) days prior to the expiration of the initial Lease Term or Option Term, as relevant (the "Outside Agreement Date"), then the Option Rent shall be determined by arbitration pursuant to the terms of this Section 2.2.4.  Each party shall make a separate determination of the Option Rent, within five (5) business days following the Outside Agreement Date (the "Option Rent Submittals"), and such Option Rent Submittals shall be submitted to arbitration in accordance with Section 2.2.4.1 through Section 2.2.4.3, below.

2.2.4.1Within ten (10) days after the Outside Agreement Date, Landlord and Tenant shall appoint a MAI appraiser or real estate broker who shall have been active over the ten (10) year period ending on the date of such appointment in the appraising and/or leasing of Comparable Buildings (as defined in Exhibit H), and has not represented Landlord and/or Tenant during the five (5) year period prior to such appointment ("Neutral Arbitrator"). Neither the Landlord or Tenant may, directly, or indirectly, consult with the Neutral Arbitrator prior or subsequent to his or her appearance.  The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord's counsel and Tenant's counsel.  The Neutral Arbitrator shall determine whether Landlord's or Tenant's Option Rent Submittal is the Option Rent.  

2.2.4.2Concurrently with the appointment of the Neutral Arbitrator, Landlord and Tenant shall enter into an arbitration agreement (the "Arbitration Agreement") which shall set forth the following:

2.2.4.2.1An agreement to be signed by the Neutral Arbitrator, the form of which agreement shall be attached as an exhibit to the Arbitration Agreement, whereby the Neutral Arbitrator shall agree to undertake the arbitration and render a decision in accordance with the terms of this Lease, as modified by the Arbitration Agreement, and shall require the Neutral Arbitrator to demonstrate to the reasonable satisfaction of the parties that the Neutral Arbitrator has no conflicts of interest with either Landlord or Tenant;

2.2.4.2.2Instructions to be followed by the Neutral Arbitrator when conducting such arbitration;

2.2.4.2.3That Landlord and Tenant shall each have the right to submit to the Neutral Arbitrator (with a copy to the other party), on or before the date that occurs ten (10) business days following the appointment of the Neutral Arbitrator, an advocate statement (and any other information such party deems relevant) prepared by or on behalf of Landlord or Tenant, as the case may be, in support of Landlord's or Tenant's respective determination of Option Rent (the "Briefs");

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2.2.4.2.4That within five (5) business days following the exchange of Briefs, Landlord and Tenant shall each have the right to provide the Neutral Arbitrator (with a copy to the other party) with a written rebuttal to the other party's Brief (the "Rebuttals"); provided, however, such Rebuttals shall be limited to the facts and arguments raised in the other party's Brief and shall identify clearly which argument or fact of the other party's Brief is intended to be rebutted;

2.2.4.2.5The date, time and location of the arbitration, which shall be mutually and reasonably agreed upon by Landlord and Tenant, taking into consideration the schedules of the Neutral Arbitrator, Landlord and Tenant, and each party's applicable consultants, which date shall in any event be within thirty (30) days following the appointment of the Neutral Arbitrator;

2.2.4.2.6That no discovery shall take place in connection with the arbitration, other than to verify the factual information that is presented by Landlord or Tenant;

2.2.4.2.7That the Neutral Arbitrator shall not be allowed to undertake an independent investigation or consider any factual information other than presented by Landlord or Tenant, except that the Neutral Arbitrator shall be permitted to visit the Project and the buildings containing the Comparable Transactions;

2.2.4.2.8The specific persons that shall be allowed to attend the arbitration;

2.2.4.2.9Tenant shall have the right to present oral arguments to the Neutral Arbitrator at the arbitration for a period of time not to exceed three (3) hours ("Tenant's Statement");

2.2.4.2.10Following Tenant's Statement, Landlord shall have the right to present oral arguments to the Neutral Arbitrator at the arbitration for a period of time not to exceed three (3) hours ("Landlord's Statement");

2.2.4.2.11Following Landlord's Statement, Tenant shall have up to two (2) additional hours to present additional arguments and/or to rebut the arguments of Landlord ("Tenant's Rebuttal Statement");

2.2.4.2.12Following Tenant's Rebuttal Statement, Landlord shall have up to two (2) additional hours to present additional arguments and/or to rebut the arguments of Tenant;

2.2.4.2.13That, not later than ten (10) days after the date of the arbitration, the Neutral Arbitrator shall render a decision (the "Ruling") indicating whether Landlord's or Tenant's submitted Option Rent is closer to the Option Rent;

2.2.4.2.14That following notification of the Ruling, Landlord's or Tenant's Option Rent Submittals, whichever is selected by the Neutral Arbitrator as being closer to the Option Rent shall become the then applicable Option Rent; and

2.2.4.2.15That the decision of the Neutral Arbitrator shall be binding on Landlord and Tenant.

2.2.4.2.16If a date by which an event described in Section 2.2.4.3, above, is to occur falls on a weekend or a holiday, the date shall be deemed to be the next business day.

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2.2.4.3In the event that the Option Rent shall not have been determined pursuant to the terms hereof prior to the commencement of the Option Term, Tenant shall be required to pay one hundred and three percent (103%) of the Base Rent then in effect; provided that such Base Rent shall not be less than the Market Rent that Tenant submitted to arbitration nor higher than the Market Rent that Landlord submitted to arbitration, and upon the final determination of the Option Rent, (i) the payments made by Tenant shall be reconciled with the actual amounts due, and the appropriate Party shall make any corresponding payment to the other Party within thirty (30) days after the Option Rent has been finally determined, and (ii) the Parties shall execute an amendment confirming the Option Rent.  Notwithstanding the foregoing, either Party's failure to execute such amendment shall not affect the validity of such determination.

2.3Beneficial Occupancy.  Subject to the terms of this Section 2.3, if the Improvements are substantially completed prior to the Lease Commencement Date and the Final Condition Date has occurred, Tenant shall have the right thereafter to occupy the Premises prior to the Lease Commencement Date for the conduct of Tenant's business; provided that (i) Tenant shall give Landlord at least ten (10) days' prior written notice of any occupancy of the Premises for the conduct of Tenant's business, (ii) Tenant has delivered to Landlord satisfactory evidence of the insurance coverage required to be carried by Tenant in accordance with Article 10 below, and (iii) except as provided hereinbelow, all of the terms and conditions of the Lease shall apply as though the Lease Commencement Date had occurred (although the Lease Commencement Date shall not actually occur until the occurrence of the same pursuant to the terms of Section 2.1, above) upon Tenant's commencement of the conduct of its business in the Premises; provided, however, notwithstanding the foregoing, Tenant shall have no obligation to pay Base Rent or Tenant's Share of Direct Expenses attributable to the Premises, though Tenant shall be obligated to pay utility costs pursuant to Article 6 below, and all other Additional Rent, if any, during such period.

2.4Short-Term Option.  Original  Tenant shall have the one-time right, upon written notice to Landlord not less than twelve (12) months prior to the expiration of the initial Lease Term, to extend the initial Lease Term for a period of up to six (6) months (as so designated, the "Short Extended Term"), in which case the Base Rent payable by Tenant during such Short Extended Term shall equal $8.24 per rentable square foot of the Premises per month, and Tenant shall continue to pay all other Rent during the Short Extended Term pursuant to the TCCs of this Lease.  

ARTICLE 3

BASE RENT

3.1In General.  Tenant shall pay, without prior notice or demand, to Landlord or Landlord's agent at the management office of the Project, or, at Landlord's option, at such other place as Landlord may from time to time designate in writing, effective no earlier than twenty (20) days after Landlord's delivery of notice, by a check for currency which, at the time of payment, is legal tender for private or public debts in the United States of America, base rent ("Base Rent") as set forth in Section 4 of the Summary, payable in equal monthly installments as set forth in Section 4 of the Summary in advance on or before the first day of each and every calendar month during the Lease Term, without any setoff or deduction whatsoever, except as is expressly provided for in this Lease.  In accordance with Section 4 of the Summary, any increases in Base Rent shall occur on the first day of the applicable Lease Month.  The parties acknowledge, however, that Tenant shall pay Base Rent for each "calendar month" of the Lease Term (or a prorated portion of a "calendar month", as applicable), even though the first "Lease Month" may pertain to a period longer than one (1) calendar month.  The Base Rent for the first full month of the Lease Term which occurs after the expiration of any free rent period shall be paid on or before January 1, 2021.  If any payment of Rent is for a period which is shorter than one month, the Rent for any such fractional month shall accrue on a daily basis during such fractional month and shall total an amount equal to the product of (i) a fraction, the numerator of which is the number of days in such fractional month and the denominator of which is the actual number of days occurring in such calendar month, and (ii) the then-applicable monthly installment of Base Rent.  All other payments or adjustments required to be made under the TCCs of this Lease that require proration on a time basis shall be prorated on the same basis.

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3.2Base Rent Abatement.  Commencing on the first (1st) day of the first (1st) full calendar month of the Lease Term and ending on the last day of the second (2nd) full calendar month of the Lease Term (the "Base Rent Abatement Period"), Tenant shall not be obligated to pay any Base Rent otherwise attributable to the Premises during such Base Rent Abatement Period (the "Base Rent Abatement").  Landlord and Tenant acknowledge that the aggregate amount of the Base Rent Abatement equals $1,742,811.90 (i.e., $871,405.95 per month), subject to adjustment pursuant to the terms of Section 1.2 above.  Tenant acknowledges and agrees that during such Base Rent Abatement Period, such abatement of Base Rent for the Premises shall have no effect on the calculation of any future increases in Base Rent or Direct Expenses payable by Tenant pursuant to the terms of this Lease, which increases shall be calculated without regard to such Base Rent Abatement.  Additionally, Tenant shall be obligated to pay all "Additional Rent" (as that term is defined in Section 4.1 of this Lease) during the Base Rent Abatement Period.  If this Lease is terminated as a result of Tenant's default under this Lease beyond notice and cure periods, then the dollar amount of the unapplied portion of the Base Rent Abatement as of the date of such default or termination, as the case may be, shall be converted to a credit to be applied to the Base Rent applicable at the end of the Lease Term and Tenant shall immediately be obligated to begin paying Base Rent for the Premises in full.

3.3Abated Rent Buy-Out.  Notwithstanding anything above to the contrary, Landlord shall have the right to buy out all or any portion of the Base Rent Abatement at any time prior to the expiration of the Base Rent Abatement Period by (1) providing written notice thereof to Tenant and (2) simultaneously paying to Tenant the amount of Base Rent Abatement then remaining due.  If Landlord elects to buy out all or a portion of the Base Rent Abatement, Landlord and Tenant shall, at Landlord's option, enter into an amendment to this Lease.  In no event shall Landlord be obligated to pay a commission with respect to the Base Rent Abatement.

ARTICLE 4

ADDITIONAL RENT

4.1In General.  In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay "Tenant's Share" of the annual "Direct Expenses," as those terms are defined in Sections 4.2.6 and 4.2.2, respectively, of this Lease.  Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the TCCs of this Lease, are hereinafter collectively referred to as the "Additional Rent," and the Base Rent and the Additional Rent are herein collectively referred to as "Rent." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent.  Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term.

4.2Definitions of Key Terms Relating to Additional Rent.  As used in this Article 4, the following terms shall have the meanings hereinafter set forth:

4.2.1Intentionally Deleted

4.2.2"Direct Expenses" shall mean "Operating Expenses" and "Tax Expenses."

4.2.3"Expense Year" shall mean each calendar year in which any portion of the Lease Term falls, through and including the calendar year in which the Lease Term expires, provided that Landlord, upon notice to Tenant, may change the Expense Year from time to time to any other twelve (12) consecutive month period, and, in the event of any such change, Tenant's Share of Direct Expenses shall be equitably adjusted for any Expense Year involved in any such change.

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4.2.4"Operating Expenses" shall mean all expenses, costs and amounts of every kind and nature which Landlord pays or accrues during any Expense Year because of or in connection with the ownership, management, maintenance, security, repair, replacement, renovation, restoration or operation of the Project, or any portion thereof, in accordance with sound real estate management and accounting practices, consistently applied, subject to allocation pursuant to Section 4.3, below.  Without limiting the generality of the foregoing, Operating Expenses shall specifically include any and all of the following: (i) the cost of supplying all utilities (but excluding the cost of electricity, gas, water and sewer services consumed in the Premises and the premises of other tenants of the Project to the extent Tenant is separately paying for the cost of electricity, gas, water and sewer services pursuant to Section 6.1.2 of this Lease), the cost of operating, repairing, replacing (to the extent they are Reimbursable Capital Expenditures (as defined below) only), maintaining, and restoring the utility, telephone, mechanical, sanitary, and storm drainage systems, and the cost of maintenance and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and inspections and the cost of contesting any governmental enactments which may affect Operating Expenses, and the costs incurred in connection with a governmentally mandated transportation system management program or similar program; (iii) the cost of all insurance required or permitted to be carried by Landlord pursuant to Section 10.2, below; (iv) the cost of landscaping, relamping, and all supplies, tools, equipment and materials used in the operation, repair and maintenance of the Project, or any portion thereof; (v) costs of operating any amenities serving the Project and the costs incurred in connection with the Parking Facilities, as well as costs incurred in connection with the provision of the Shuttle Service (as that term is defined in Section 29.42); (vi) subject to exclusion (q) below, a management fee, fees and other costs, including consulting fees, legal fees and accounting fees, of all contractors and consultants in connection with the management, operation, maintenance, replacement, renovation, repair and restoration of the Project; (vii) payments under any equipment rental agreements and the fair rental value of any management office space; (viii) subject to exclusion (f) below, wages, salaries and other compensation and benefits, including taxes levied thereon, of all persons (other than persons generally considered to be higher in rank than the position of "Senior Asset Manager") engaged in the operation, maintenance and security of the Project; (ix) costs under any Existing Underlying Documents (as that term is defined below); (x) operation, repair, maintenance, renovation, replacement (to the extent they are Reimbursable Capital Expenditures only) and restoration of all systems and equipment and components thereof of the Project; (xi) the cost of janitorial, alarm, security and other services (but excluding the cost of providing janitorial service to the Premises and the premises of other tenants of the Project (as opposed to the Common Areas) to the extent Tenant is separately paying for the cost of providing janitorial services to the Premises pursuant to Section 6.1.5 of this Lease), replacement, renovation, restoration and repair of wall and floor coverings, ceiling tiles and fixtures in Common Areas, maintenance, replacement, renovation, repair and restoration of curbs and walkways, repair to roofs and re-roofing; (xii) amortization of the cost of acquiring or the rental expense of personal property used in the maintenance, operation and repair of the Project, or any portion thereof (which amortization calculation shall include a seven percent (7%) interest); (xiii) the cost of capital improvements or other costs incurred in connection with the Project (A) which are reasonably anticipated to reduce Operating Expenses, (B) that are required under Applicable Laws, except for capital repairs, replacements or other improvements to remedy a condition existing prior to the Lease Commencement Date pursuant to the then-current interpretation of such Applicable Laws by the applicable governmental authority as of the Lease Commencement Date, (C) that relate to the safety or security of the Common Areas or (D) repairs, maintenance or improvements solely pertaining to the Building Systems which are "capital in nature" and incurred by Landlord under Section 7.3 below (items (A) through (D) are "Reimbursable Capital Expenditures"); provided, however, that any Reimbursable Capital Expenditure shall be amortized with a seven percent (7%) interest rate over the shorter of (Y) its useful life as Landlord shall reasonably determine in accordance with sound real estate management and accounting practices, consistently applied, or (Z) with respect to those items included under item (A) above, their recovery/payback period as Landlord shall reasonably determine in accordance with sound real estate management and accounting practices, consistently applied; (xiv) costs, fees, charges or assessments imposed by, or resulting from any mandate imposed on Landlord by, any federal, state or local government for fire and police protection, trash removal, community services, or other services which do not constitute "Tax Expenses" as that term is defined in Section 4.2.5, below (except as excluded in item (a) or any other exclusion below); and (xv) costs of any additional services not provided to the Project as of the Lease Commencement Date but which are thereafter provided by Landlord in connection with its prudent management of the Project.  Notwithstanding the foregoing, for purposes of this Lease, Operating Expenses shall not, however, include:

(a)costs, including marketing costs, legal fees, space planners' fees, advertising and promotional expenses, and brokerage fees incurred in connection with the original construction or development of the Project (including costs of obtaining or complying with development approvals, entitlements, permits or other discretionary approvals, and costs of constructing the Other Project Buildings), or original or future leasing of the Project, and costs, including permit, license and inspection costs, incurred with respect to the installation of improvements made for new tenants initially occupying space in the Project after the Lease Commencement Date or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Project (excluding, however, such costs relating to any Common Areas of the Project or Parking Facilities);

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(b)except as set forth in items (xi), (xii), (xiii), and (xiv) above, depreciation, interest and principal payments on mortgages and other debt costs, if any, penalties and interest;

(c)costs for which the Landlord is reimbursed (or would have been reimbursed had Landlord carried the insurance required under this Lease) by any tenant or occupant of the Project or by insurance by its carrier or any tenant's carrier, by warranty, or by anyone else (except to the extent of deductibles), and utility costs for which any tenant directly contracts with the local public service company;

(d)any bad debt loss, rent loss, or reserves for bad debts or rent loss;

(e)costs associated with the operation of the business of the partnership or entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Project (which shall specifically include, but not be limited to, accounting costs associated with the operation of the Project).  Costs associated with the operation of the business of the partnership or entity which constitutes the Landlord include costs of partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord's interest in the Project, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Project management, or between Landlord and other tenants or occupants, and Landlord's general corporate overhead and general and administrative expenses;

(f)the wages and benefits (including hospitalization, medical, surgical, retirement plan, pension plan, union dues, life insurance, welfare and other fringe benefits, and vacation, holidays and other paid absence benefits) of any employee who does not devote substantially all of his or her employed time to the Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Project vis-a-vis time spent on matters unrelated to operating and managing the Project; provided, that in no event shall Operating Expenses for purposes of this Lease include wages and/or benefits attributable to personnel above the level of Senior Asset Manager;

(g)amount paid as ground rental for the Project by the Landlord;

(h)overhead and profit increment paid to the Landlord or to subsidiaries or affiliates of the Landlord for services in the Project to the extent the same exceeds the costs of such services rendered by qualified, first-class unaffiliated third parties on a competitive basis;

(i)any compensation paid to clerks, attendants or other persons in commercial concessions operated by the Landlord, provided that any compensation paid to any concierge or parking attendants at the Project shall be includable as an Operating Expense;

(j)rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment which if purchased the cost of which would be excluded from Operating Expenses as a capital cost, except equipment not affixed to the Project which is used in providing janitorial or similar services and, further excepting from this exclusion such equipment rented or leased to remedy or ameliorate an emergency condition in the Project ;

(k)all items, benefits and services for which Tenant or any other tenant in the Project reimburses Landlord or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement;

(l)costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains or other objects of art;

(m)any costs expressly excluded from Operating Expenses elsewhere in this Lease;

(n)rent for any office space occupied by Project management personnel to the extent the size or rental rate of such office space exceeds the size or fair market rental value of office space occupied by management personnel of the Comparable Buildings, with adjustment where appropriate for the size of the applicable project;

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(o)costs to the extent arising from the gross negligence or willful misconduct of Landlord or its agents, employees, vendors, contractors, or providers of materials or services;

(p)costs incurred to comply with laws relating to the removal of Hazardous Materials (as defined under applicable Environmental Laws), as those terms are defined in Section 5.4 below; and costs incurred to remove, remedy, contain, or treat Hazardous Materials, which Hazardous Materials are brought into the Building or onto the Project after the date hereof by Landlord or any other tenant or occupant of the Project;

(q)any management fee in excess of three percent (3%) (the "Management Fee Percentage") of Base Rent due pursuant to this Lease (during the Base Rent Abatement Period and any other period in which Tenant is receiving rent abatement, grossed up to reflect Tenant paying full rent);

(r)costs or expenses incurred in connection with the financing or sale of the Project or any portion thereof;

(s)costs of repairs or other work occasioned by Casualty (to the extent the cost of the repairs is reimbursed by insurance) or costs of any "all risk" property insurance (other than earthquake insurance) deductibles in excess of Fifty Thousand Dollars ($50,000) per occurrence and costs for deductibles for earthquake insurance, if applicable, in excess of ten percent (10%) per occurrence of the full replacement cost of the Building, the Food and Beverage Space, and Parking Facilities; provided that if Tenant's Share of any earthquake deductible will exceed an amount equal to Two and 00/100 Dollars ($2.00) per rentable square foot of the Premises in a particular calendar year (the "Annual Earthquake Deductible Cap") then only an amount up to such Annual Earthquake Deductible Cap may be included in Tenant's Share of Operating Expenses for any Expense Year, but Tenant's Share of excess amounts of such deductible may be carried forward, subject to the same Annual Earthquake Deductible Cap limitation, for inclusion in Operating Expenses up to the expiration or earlier termination of the Lease Term (as the same may be extended);

(t)costs to correct defects in the design, materials or workmanship of the Project (other than Tenant Damage);

(u)fees and penalties, including interest, incurred by Landlord due to violation by any other tenant or occupant of the Project of Applicable Laws;

(v)brokerage commissions, advertising costs, attorneys' and accountants' fees and expenses related thereto, loan brokerage fees, closing costs, interest charges and other similar costs incurred in connection with the sale, financing, refinancing, mortgaging selling or change of ownership of the Project;

(w)the costs of Landlord incurred in obtaining the initial LEED Core Shell certification of the Base Building; provided, however, that nothing herein shall be deemed to prevent Landlord from including in Operating Expenses any operational requirements of the LEED certification or any costs made necessary due to any adjustments made by Tenant that make re-certification of the Base Building necessary;

(x)any costs or expenses incurred by Landlord in the construction, operation, replacement, maintenance or repair of the Other Phase Buildings or Other Project Buildings;

(y)pollution legal liability insurance and any insurance that Landlord is not required or permitted to carry pursuant to Section 10.2;

(z)costs, fines, penalties or interest incurred due to a violation by Landlord of Applicable Laws or the terms and conditions of any lease, ground lease, mortgage or deed of trust, or any Underlying Documents;

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(aa)to the extent any work performed by Landlord or any affiliate thereof (collectively, "Landlord's Compliance Work") is not in compliance with Applicable Laws as of the Final Condition Date (other than as a result of Tenant Damage (defined below)), the costs of bringing the Landlord's Compliance Work into compliance with Applicable Laws as of the date such construction permit was received;

(bb)contributions to political or charitable organizations;

(cc)interest and penalties due to late payments of taxes, utility bills or any other Landlord obligations, unless caused by the failure of tenant to pay those amounts as and when due hereunder;

(dd)costs of tenant relations parties and events;

(ee)costs and expenses to provide HVAC service, electricity, janitorial service, water, gas, fuel, steam lights, sewer service and other utilities to the premises of other tenants or occupants of the Project;

(ff)advertising or promotional expenditures, and the costs of acquiring and installing signs in the Common Areas (including the Food and Beverage Space) or on any of the Other Phase Buildings or Other Project Buildings, identifying the owner of the Project or any other tenant or occupant of the Project;

(gg)costs of any mitigation fees, impact fees, subsidies, tap-in fees, connection fees or similar one-time charges or costs (however characterized), imposed as a condition of or in connection with the initial development of the Project or Building;

(hh)any reserves for capital expenditures, future Operating Expenses or any other purpose, including any reserves under Underlying Documents;

(ii)the cost of capital improvements or other capital expenditures incurred in connection with the Project that are not Reimbursable Capital Expenditures;

(jj)costs to operate the Food and Beverage Space

(kk)costs under any Underlying Documents that are not otherwise includable as Operating Expenses pursuant to the terms of this Lease; and

(ll)any costs excluded pursuant to Section 4.3, below.

Subject to Section 4.3, below, if the Project and/or any Phase in the Project is not fully occupied during all or a portion of any Expense Year, Landlord may elect to make an appropriate adjustment to the components of Direct Expenses for such year to determine the amount of Direct Expenses that would have been incurred had the Project (or such Phase) been fully occupied; and the amount so determined shall be deemed to have been the amount of Direct Expenses for such year.  Landlord shall not (i) make a profit by charging items to Direct Expenses that are otherwise also charged separately to others and (ii) subject to Landlord's right to adjust the components of Direct Expenses described above in this paragraph, collect Direct Expenses from Tenant and all other tenants in the Building in an amount in excess of what Landlord incurs for the items included in Direct Expenses.

4.2.5Taxes.  

4.2.5.1"Tax Expenses" shall mean all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary (including, without limitation, real estate taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant), personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Project, or any portion thereof), which shall be paid or accrued during any Expense Year (without regard to any different fiscal year used by such governmental or municipal authority) because of or in connection with the ownership, leasing and operation of the Project, or any portion thereof (including, without limitation, the land within the Project.

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4.2.5.2Subject to the restrictions of Section 4.2.5.3, below, Tax Expenses shall include, without limitation: (i) any tax on the rent, right to rent or other income from the Project, or any portion thereof, or as against the business of leasing the Project, or any portion thereof; (ii) any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election ("Proposition 13") and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13 or otherwise, Tax Expenses shall also include any governmental or private assessments or the Project's contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies (except as is provided for in Section 4.2.5.3, below); (iii) any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; (iv) any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises; (v) any taxes or assessments imposed due to the Project being part of any existing or future community facilities districts or otherwise contemplated by the Existing Underlying Documents; and (vi) all of the real estate taxes and assessments imposed upon or with respect to the Building and all of the real estate taxes and assessments imposed on the land and improvements comprising the Project.  All assessments that can be paid by Landlord in installments, shall be paid by Landlord in the maximum number of installments permitted by Applicable Law, or otherwise shall be deemed to have been paid by Landlord in the maximum number of installments permitted by Applicable Law.

4.2.5.3Any costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in reasonably attempting to protest, reduce or minimize Tax Expenses shall be included in Tax Expenses in the Expense Year such expenses are paid.  Refunds of Tax Expenses shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the Expense Year to which the refund is applicable, provided that in no event shall the amount to be refunded to Tenant for any such Expense Year exceed the total amount paid by Tenant as Tax Expenses under this Article 4 for such Expense Year.  If Tax Expenses for any period during the Lease Term or any extension thereof are increased after payment thereof for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities, Tenant shall pay Landlord upon demand Tenant's Share of any such increased Tax Expenses included by Landlord as Tax Expenses pursuant to the TCCs of this Lease.  Notwithstanding anything to the contrary contained in this Section 4.2.5 (except as set forth in Section 4.2.5.2, above), there shall be excluded from Tax Expenses (i) all excess profits taxes, franchise taxes, gift taxes, documentary transfer taxes, capital stock or capital gain taxes, inheritance and succession taxes, estate taxes, and federal and state income taxes, (ii)  taxes to the extent applicable to Landlord's general or net income (as opposed to rents, receipts or income attributable to operations at the Project), (iii) any items included as Operating Expenses, (iv) any items paid by Tenant under Section 4.5 of this Lease, (v) any Tax Expenses assessed on the value of improvements in the premises of any other tenant or occupant of the Project in excess of the Building Standard Amount (defined below), (vi) costs of any mitigation fees, impact fees, subsidies, tap-in fees, connection fees or similar one-time charges or costs (however characterized), imposed as a condition of or in connection with the initial development of the Project or Building, and (vii) penalties incurred as a result of Landlord's failure to pay taxes or to file any tax or informational returns, unless such failure is due to Tenant's failure to pay Tax Expenses as and when due hereunder.  

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4.2.5.4So long as Tenant is leasing the entire Premises, Tenant may request from Landlord whether or not Landlord intends to file an appeal of any portion of Tax Expenses which are appealable by Landlord (the "Appealable Tax Expenses") for any tax fiscal year.  Landlord shall deliver written notice to Tenant within ten (10) days after such request indicating whether Landlord intends to file an appeal of Appealable Tax Expenses for such tax fiscal year.  If Landlord indicates that Landlord will not file an appeal of such Tax Expenses, then Tenant may provide Landlord with written notice ("Appeals Notice") at least thirty (30) days prior to the final date in which an appeal must be filed, requesting that Landlord file an appeal.  Upon receipt of the Appeals Notice, but subject to the terms and conditions of this Section 4.2.5.4 below, Landlord shall promptly file such appeal and thereafter Landlord shall diligently prosecute such appeal to completion.  Tenant may at any time in its sole discretion direct Landlord to terminate an appeal it previously elected pursuant to an Appeals Notice.  In the event Tenant provides an Appeals Notice to Landlord and the resulting appeal reduces the Tax Expenses for the tax fiscal year in question as compared to the original bill received for such tax fiscal year and such reduction is greater than the costs for such appeal, then the costs for such appeal shall be included in Tax Expenses and passed through to the tenants of the Building when funds are actually received.  Alternatively, if the appeal does not result in a reduction of Tax Expenses for such tax fiscal year or if the reduction of Tax Expenses is less than the costs of the appeal, then Tenant shall reimburse Landlord, within thirty (30) days after written demand, for any and all costs reasonably incurred by Landlord which are not covered by the reduction in connection with such appeal. Tenant's failure to timely deliver an Appeals Notice shall waive Tenant's rights to request an appeal of the applicable Tax Expenses for such tax fiscal year.  In addition, Tenant's obligations to reimburse Landlord for the costs of the appeal pursuant to this Section shall survive the expiration or earlier termination of this Lease in the event the appeal is not concluded until after the expiration or earlier termination of this Lease.  Upon request, Landlord agrees to keep Tenant apprised of all tax protest filings and proceedings undertaken by Landlord to obtain a reduction or refund of Tax Expenses.

4.2.6"Tenant's Share" shall mean the percentage set forth in Section 6 of the Summary.  

4.3Allocation of Direct Expenses.

4.3.1Method of Allocation.  The Project includes multiple buildings and the costs and expenses incurred in connection with the Project (i.e., the Direct Expenses) generally should be shared on a reasonable, equitable and logical basis between Tenant as the tenant of the Building, the tenant(s) of the Other Phase Buildings and the Other Project Buildings.  In addition, the Project will be constructed in phases, with certain costs and expenses incurred in connection with a particular phase that should be shared exclusively amongst tenants of a particular phase.  Accordingly, as set forth in Section 4.2 above, Direct Expenses (which consists of Operating Expenses and Tax Expenses) are determined annually for the Project as a whole, and portions of the Direct Expenses, which portion shall be determined by Landlord on a reasonable, consistent and equitable basis, shall be allocated to the Building (as opposed to the tenants of any other buildings in the Project) and such portion shall be the Direct Expenses for purposes of this Lease.  Such portion of Direct Expenses allocated to the Building shall include all Direct Expenses attributable solely to the Building and an equitable portion of the Direct Expenses attributable to the Phase in which the Building is located and to the Project as a whole; provided that the Direct Expenses attributable to the Food and Beverage Space are subject to the TCCs of Section 1.1.4, above and the cost pooling described in Section 4.3.2, below.  For purposes of allocating Direct Expenses during the Lease Term, those Direct Expenses not reasonably attributable exclusively to the Building shall be allocated on a rentable area basis, except where otherwise dictated by prudent commercial property management and accounting practices or to achieve an equitable and customary allocation of Direct Expenses, provided that, in either case, such method of allocation is consistent with standard industry practice.  Landlord covenants that Phase 1 is on a single legal parcel.  Any costs (including, without limitation, any taxes, assessments, and fees) that are exclusively attributable to a particular building or phase within the Project which does not include a portion of the Premises shall be excluded from the definition of Direct Expenses for purposes of this Lease.

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4.3.2Cost Pools.  Landlord shall have the right, from time to time, to equitably allocate some or all of the Direct Expenses for the Project among different portions or occupants of the Project (the "Cost Pools"), in Landlord's reasonable discretion.  Such Cost Pools may include, but shall not be limited to, the office space tenants, life science tenants, and the retail space tenants of a portion of the Project, and such allocations may be implemented to reflect that certain services or amenities are not provided to certain types of space or tenants, operators or owners of a portion of the Project (including use of the Food and Beverage Space, Shuttle Service and other amenity areas), in which event Tenant's Share of Direct Expenses related to such services or amenities may be equitably adjusted to reflect the space to which such services or amenities are exclusive to Tenant (or other tenants of the Project) or generally provided or attributable to all tenants of the Phase or Project.  The Direct Expenses within each such Cost Pool shall be allocated and charged to the tenants within such Cost Pool in an equitable and reasonable manner, and if applicable, shall be allocated based on the rentable area of the space subject to the Cost Pool compared to the total rentable area of the Building, Phase or Project, as applicable.  Any costs allocated to a Cost Pool which does not include a portion of the Premises (e.g., the retail Cost Pool) shall be excluded from the definition of Direct Expenses for purposes of this Lease.

4.4Calculation and Payment of Additional Rent.  Tenant shall pay to Landlord, in the manner set forth in Section 4.4.1, below, and as Additional Rent, Tenant's Share of Direct Expenses for each Expense Year.

4.4.1Statement of Actual Direct Expenses and Payment by Tenant.  Landlord shall give to Tenant following the end of each Expense Year, a statement (the "Statement") which shall state in general line-by-line categories the Direct Expenses incurred or accrued for such preceding Expense Year, and which shall indicate the amount of Tenant's Share of Direct Expenses.  Landlord shall use commercially reasonable efforts to deliver such Statement to Tenant on or before May 1 following the end of the Expense Year to which such Statement relates.  Upon receipt of the Statement for each Expense Year commencing or ending during the Lease Term, Tenant shall pay, within thirty (30) days after receipt of the Statement, the full amount of Tenant's Share of Direct Expenses for such Expense Year, less the amounts, if any, paid during such Expense Year as "Estimated Direct Expenses," as that term is defined in Section 4.4.2, below, and if Tenant paid more as Estimated Direct Expenses than the actual Tenant's Share of Direct Expenses (an "Excess"), Tenant shall receive a credit in the amount of such Excess against Rent next due under this Lease.  The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this Article 4.  Even though the Lease Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's Share of Direct Expenses for the Expense Year in which this Lease terminates, if Tenant's Share of Direct Expenses is greater than the amount of Estimated Direct Expenses previously paid by Tenant to Landlord, Tenant shall, within thirty (30) days after receipt of the Statement, pay to Landlord such amount, and if Tenant paid more as Estimated Direct Expenses than the actual Tenant's Share of Direct Expenses (again, an Excess), Landlord shall, within thirty (30) days, deliver a check payable to Tenant in the amount of such Excess.  The provisions of this Section 4.4.1 shall survive the expiration or earlier termination of the Lease Term.  Notwithstanding the immediately preceding sentence, Tenant shall not be responsible for Tenant's Share of any Direct Expenses attributable to any Expense Year which are first billed to Tenant more than two (2) calendar years after the Lease Expiration Date, provided that in any event Tenant shall be responsible for Tenant's Share of Direct Expenses levied by any governmental authority or by any public utility companies at any time following the Lease Expiration Date which are attributable to any Expense Year.

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4.4.2Statement of Estimated Direct Expenses.  In addition, Landlord shall give Tenant a yearly expense estimate statement (the "Estimate Statement") which shall set forth in general line-by-line categories Landlord's reasonable estimate (the "Estimate") of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated Tenant's Share of Direct Expenses (the "Estimated Direct Expenses").  Landlord shall use commercially reasonable efforts to deliver such Estimate Statement to Tenant on or before May 1 following the end of the Expense Year to which such Estimate Statement relates.  The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Estimated Direct Expenses under this Article 4, nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Direct Expenses theretofore delivered to the extent necessary.  Thereafter, Tenant shall pay, within thirty (30) days after receipt of the Estimate Statement, a fraction of the Estimated Direct Expenses for the then-current Expense Year (reduced by any amounts paid pursuant to the second to last sentence of this Section 4.4.2).  Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator.  Until a new Estimate Statement is furnished (which Landlord shall have the right to deliver to Tenant at any time), Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12th) of the total Estimated Direct Expenses set forth in the previous Estimate Statement delivered by Landlord to Tenant.  Throughout the Lease Term Landlord shall maintain records with respect to Direct Expenses in accordance with sound real estate management and accounting practices, consistently applied.

4.5Taxes and Other Charges for Which Tenant Is Directly Responsible.  

4.5.1Tenant shall be liable for and shall pay ten (10) days before delinquency, taxes levied against Tenant's equipment, furniture, fixtures and any other personal property located in or about the Premises.  If any such taxes on Tenant's equipment, furniture, fixtures and any other personal property are levied against Landlord or Landlord's property or if the assessed value of Landlord's property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the validity thereof but only under proper protest if requested by Tenant, Tenant shall upon demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be.

4.5.2If the improvements in the Premises, whether installed and/or paid for by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which improvements conforming to Landlord's "Building Standard Amount" in other space in the Building or Phase are assessed, then the Tax Expenses levied against Landlord or the property by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property of Tenant and shall be governed by the provisions of Section 4.5.1, above.  Solely for the purpose of determining Tax Expenses in this Section 4.5.2, Landlord and Tenant agree that the value of building standard improvements is $145.00 per rentable square foot (the "Building Standard Amount").  To the extent that Landlord enforces the terms of this Section 4.5.2 against Tenant, then Landlord shall not include in Tax Expenses, taxes assessed against any other tenant improvements in the Project to the extent such taxes relate to the value of such tenant improvements in excess of the Building Standard Amount.

4.5.3Notwithstanding any contrary provision herein, Tenant shall pay prior to delinquency any (i) rent tax or sales tax, gross receipts tax, service tax, transfer tax or value added tax, or any other applicable tax on the rent or services herein or otherwise respecting this Lease, (ii) taxes assessed upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Project, including the Parking Facilities and taxes or assessments due to any type of ballot measure, including an initiative adopted by the voters or local agency, or a state proposition approved by the voters; or (iii) taxes assessed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

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4.6Landlord's Records.  Upon Tenant's written request given not more than one hundred eighty (180) days after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request.  Landlord shall provide said documentation to Tenant within thirty (30) days after Tenant's written request therefor.  Within one hundred eighty (180) days after receipt of a Statement by Tenant (the "Audit Period"), if Tenant disputes the amount of Direct Expenses set forth in the Statement, an independent certified public accountant ("Tenant's Accountant") (which Tenant's Accountant (A) is a member of a nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, (B) is not working on a contingency fee basis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the certified public accounting firm in the performance of the audit], and (C) shall not currently be providing accounting and/or lease administration services to another tenant in the Project in connection with a review or audit by such other tenant of Direct Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord's records with respect to the Statement (the "Independent Review") at Landlord's corporate offices, provided that (i) Tenant is not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), and (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement.  In connection with such Independent Review, Tenant and Tenant's Accountant shall execute a commercially reasonable confidentiality agreement regarding such Independent Review.  Any audit report prepared by Tenant's Accountant shall be delivered concurrently to Landlord and Tenant within the Audit Period.  Tenant's failure to audit the amount of Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement.  If within sixty (60) days after Tenant submits the results of the Independent Review to Landlord, the parties have not agreed to the appropriate adjustments to Direct Expenses, then the parties shall engage a mutually and reasonably acceptable independent certified public accountant with at least ten (10) years' experience in commercial real estate accounting in San Francisco area (the "Accountant").  The Accountant shall perform an audit to determine the proper amount, at Tenant's expense; provided that if such audit by the Accountant proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audits shall be paid for by Landlord.  Tenant hereby acknowledges that Tenant's sole right to audit Landlord's records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

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ARTICLE 5

USE OF PREMISES

5.1Permitted Use.  Tenant shall use the Premises solely for the Permitted Use set forth in Section 7 of the Summary and Tenant shall not use or permit any Tenant Party to use the Premises or the Project to be used for any other purpose or purposes whatsoever without the prior written consent of Landlord, which may be withheld in Landlord's sole and absolute discretion.  Landlord acknowledges that Tenant intends to operate biology and chemistry laboratories, animal testing facilities, and related uses as permitted pursuant to Section 7 of the Summary and subject to compliance with all the TCCs of this Lease and compliance with all applicable "Environmental Laws" and "Environmental Permits" (each as defined below), and subject to the TCCs set forth in this Article 5 and in this Lease, Landlord hereby consents to Tenant's operation of the Premises for such uses.  "Environmental Permits" means all permits, approvals, identification numbers, licenses and other authorizations required under any applicable Environmental Laws.  Tenant may operate its business according in accordance with the terms and condition set forth in this Article 5 and is otherwise strictly and properly monitored according to, and in compliance with, all then applicable Environmental Laws.

5.2Prohibited Uses.  The uses prohibited under this Lease shall include, without limitation, use of the Premises or a portion thereof for (i) offices of any agency or bureau of the United States or any state or political subdivision thereof; (ii) offices or agencies of any foreign governmental or political subdivision thereof; (iii) offices of any health care professionals or service organization open to the general public; (iv) schools or other training facilities which are not ancillary to corporate, executive or professional office use; (v) retail or restaurant uses (other than the Cafeteria (defined below)); or (vi) communications firms such as radio and/or television stations.  Tenant further covenants and agrees that it shall not use, or suffer or permit Tenant Party to use, the Premises or any part thereof for any use or purpose contrary to the rules and regulations reasonably promulgated by Landlord from time to time ("Rules and Regulations"), the current set of which (as of the date of this Lease) is attached to this Lease as Exhibit D; or in violation of the laws of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, including, without limitation, any such laws, ordinances, regulations or requirements relating to Hazardous Materials now or hereafter in effect; provided, however, (a) Landlord shall not enforce, change or modify the Rules and Regulations in a discriminatory manner, (b) any modifications to the Rules and Regulations shall be subject to Landlord's Obligations to Minimize Tenant Interference, (c) any modifications to the Rules and Regulations shall not becoming binding on Tenant until the tenth (10th) business day after Tenant receives a written copy thereof, and (d) no modifications to the Rules and Regulations will apply retroactively.  Landlord agrees that the Rules and Regulations shall not be unreasonably modified or enforced in a manner which will unreasonably interfere with the normal and customary conduct of Tenant's business.  Tenant shall not do or permit anything to be done in or about the Premises which will in any way damage the reputation of the Project or obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or unreasonably annoy them or use or allow the Premises to be used for any unlawful purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises.

5.3Underlying Documents.  Tenant shall comply with all existing ground leases, easements, licenses, operating agreements, declarations, restrictive covenants, and instruments pertaining to the Project shown on Exhibit K (collectively, "Existing Underlying Documents").  Additionally, Tenant acknowledges that the Project may be subject to any future ground leases, easements, licenses, operating agreements, declarations, restrictive covenants, and instruments pertaining to the Project (collectively, the "Future Underlying Documents", and together with the Existing Underlying Documents, the "Underlying Documents"), which Landlord, in Landlord's discretion, deems reasonably necessary or desirable, and Tenant agrees that this Lease shall be subject and subordinate to such Future Underlying Documents; provided that Tenant shall not be obligated to be subject to, subordinate to, or comply with, or pay any amounts relating to, any portion of a Future Underlying Document that (a) would (i) materially increase Tenant's obligations under this Lease, (ii) adversely affect or diminish Tenant's rights under this Lease, or (iii) violate Landlord's Obligations to Minimize Tenant Interference, and (b) are covenants, conditions and restrictions affecting the Project (and any portion thereof) or reciprocal easement agreements affecting the Project.

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5.4Hazardous Materials.

5.4.1Tenant's Obligations.  

5.4.1.1Prohibitions.  Prior to occupying the Premises, Tenant shall provide Landlord with the environmental questionnaire (the "Environmental Questionnaire"), in the form attached as Exhibit G.  Prior to the date of this Lease, Tenant provided a completed version of the Environmental Questionnaire to Landlord, which Environmental Questionnaire shall be executed by Tenant (and updated as necessary) prior to occupying the Premises.  Tenant hereby represents, warrants and covenants that except for those chemicals or materials, and their respective quantities, listed on the Environmental Questionnaire (as the same may be updated from time to time as provided below) or any similar chemicals or materials used for substantially the same purposes in substitution thereof in compliance with Environmental Laws, neither Tenant nor Tenant's employees, contractors and subcontractors of any tier, entities with a contractual relationship with Tenant (other than Landlord), or any entity acting as an agent or sub-agent of Tenant (collectively, "Tenant's Agents") will produce, use, store or generate any Hazardous Materials, on, under or about the Premises, nor cause or permit any Hazardous Material to be brought upon, placed, stored, manufactured, generated, blended, handled, recycled, used or "Released," as that term is defined below, on, in, under or about the Premises.  If any information provided to Landlord by Tenant on the Environmental Questionnaire, or otherwise relating to information concerning Hazardous Materials is false, incomplete, or misleading in any material respect, the same shall be deemed a default by Tenant under this Lease.  Upon Landlord's request (but no more than once every twelve (12) months), or in the event of any material change in Tenant's use of Hazardous Materials in the Premises, Tenant shall deliver to Landlord an updated Environmental Questionnaire.  Tenant shall notify Landlord prior to using any Hazardous Materials in the Project not described on the initial Environmental Questionnaire, and such use shall be subject to all of the provisions of this Lease.  Tenant shall not install or permit any underground storage tank on the Premises.  In addition, Tenant agrees that  shall not cause or suffer to occur, the Release of any Hazardous Materials at, upon, under or within the Premises or any contiguous or adjacent premises.  For purposes of this Lease, "Hazardous Materials" means all flammable explosives, petroleum and petroleum products, waste oil, radon, radioactive materials, toxic pollutants, asbestos, polychlorinated biphenyls ("PCBs"), medical waste, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, including without limitation any chemical, element, compound, mixture, solution, substance, object, waste or any combination thereof, which is or may be hazardous to human health, safety or to the environment due to its radioactivity, ignitability, corrosiveness, reactivity, explosiveness, toxicity, carcinogenicity, infectiousness or other harmful or potentially harmful properties or effects, or defined as, regulated as or included in, the definition of "hazardous substances," "hazardous wastes," "hazardous materials," or "toxic substances" under any Environmental Laws.  The term "Hazardous Materials" for purposes of this Lease shall also include any mold, fungus or spores, whether or not the same is defined, listed, or otherwise classified as a "hazardous material" under any Environmental Laws, if such mold, fungus or spores may pose a risk to human health or the environment or negatively impact the value of the Premises.  For purposes of this Lease, "Release" or "Released" or "Releases" shall mean any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing, or other movement of Hazardous Materials into the environment.

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5.4.1.2Notices to Landlord.  Unless Tenant is required by Applicable Laws to give earlier notice to Landlord, Tenant shall notify Landlord in writing as soon as possible, but in no event later than five (5) days after (i) Tenant has actual knowledge of the occurrence of any actual, alleged or threatened Release of any Hazardous Material in, on, under, from, about or in the vicinity of the Premises (whether past or present), if such Release is in violation of Environmental Laws or would otherwise cause health and safety concerns, or (ii) Tenant has actual knowledge of any regulatory actions, inquiries, inspections, investigations, directives, or any cleanup, compliance, enforcement or abatement proceedings (including any threatened or contemplated investigations or proceedings) relating to or potentially affecting the Premises, or (iii) Tenant has actual knowledge of any claims by any person or entity relating to any Hazardous Materials in, on, under, from, about or in the vicinity of the Premises, whether relating to damage, contribution, cost recovery, compensation, loss or injury.  Collectively, the matters set forth in clauses (i), (ii) and (iii) above are hereinafter referred to as "Hazardous Materials Claims".  Tenant shall promptly forward to Landlord copies of all orders, notices, permits, applications and other communications and reports in connection with any Hazardous Materials Claims.  Additionally, Tenant shall promptly advise Landlord in writing of Tenant's discovery of any occurrence or condition on, in, under or about the Premises that could subject Tenant or Landlord to any liability, or restrictions on ownership, occupancy, transferability or use of the Premises under any Environmental Laws.  Tenant shall not enter into any legal proceeding or other action, settlement, consent decree or other compromise with respect to any Hazardous Materials Claims that involve Landlord also without first notifying Landlord of Tenant's intention to do so and affording Landlord the opportunity to join and participate, as a party if Landlord so elects, in such proceedings and in no event shall Tenant enter into any agreements which are binding on Landlord or the Premises without Landlord's prior written consent.  Landlord shall have the right to appear at and participate in, any and all legal or other administrative proceedings concerning any Hazardous Materials Claim.  For purposes of this Lease, "Environmental Laws" means all applicable present and future laws relating to the protection of human health, safety, wildlife or the environment, including, without limitation, (A) all requirements pertaining to reporting, licensing, permitting, investigation and/or remediation of emissions, discharges, Releases, or threatened Releases of Hazardous Materials, whether solid, liquid, or gaseous in nature, into the air, surface water, groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials; and (B) all requirements pertaining to the health and safety of employees or the public.  Environmental Laws include, but are not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 USC § 9601, et seq., the Hazardous Materials Transportation Authorization Act of 1994, 49 USC § 5101, et seq., the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, and Hazardous and Solid Waste Amendments of 1984, 42 USC § 6901, et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC § 1251, et seq., the Clean Air Act of 1966, 42 USC § 7401, et seq., the Toxic Substances Control Act of 1976, 15 USC § 2601, et seq., the Safe Drinking Water Act of 1974, 42 USC §§ 300f through 300j, the Occupational Safety and Health Act of 1970, as amended, 29 USC § 651 et seq., the Oil Pollution Act of 1990, 33 USC § 2701 et seq., the Emergency Planning and Community Right-To-Know Act of 1986, 42 USC § 11001 et seq., the National Environmental Policy Act of 1969, 42 USC § 4321 et seq., the Federal Insecticide, Fungicide and Rodenticide Act of 1947, 7 USC § 136 et seq., California Carpenter-Presley-Tanner Hazardous Substance Account Act, California Health & Safety Code §§ 25300 et seq., Hazardous Materials Release Response Plans and Inventory Act, California Health & Safety Code, §§ 25500 et seq., Underground Storage of Hazardous Substances provisions, California Health & Safety Code, §§ 25280 et seq., California Hazardous Waste Control Law, California Health & Safety Code, §§ 25100 et seq., and any other state or local law counterparts, as amended, as such Applicable Laws, are in effect as of the Lease Commencement Date, or thereafter adopted, published, or promulgated.

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5.4.1.3Releases of Hazardous Materials.  If any Release of any Hazardous Material in, on or from the Premises shall occur at any time during the Lease Term and/or if any other Hazardous Material condition exists at the Premises that requires response actions of any kind that is not the result of actions by Landlord or any other Landlord Parties, in addition to notifying Landlord as specified above, Tenant, at its own sole cost and expense, shall (i) immediately comply with any and all reporting requirements imposed pursuant to any and all Environmental Laws, (ii) provide a written certification to Landlord indicating that Tenant has complied with all applicable reporting requirements, and (iii) take any and all necessary investigation, corrective and remedial action in accordance with any and all applicable Environmental Laws, all in accordance with the provisions and requirements of this Section 5.4, including, without limitation, Section 5.4.4.  Landlord may, as required by any and all Environmental Laws, report the Release of any Hazardous Material to the appropriate governmental authority, identifying Tenant as the responsible party.  Tenant shall deliver to Landlord copies of all administrative orders, notices, demands, directives or other communications directed to Tenant from any governmental authority with respect to any Release of Hazardous Materials in, on, under, from, or about the Premises, together with copies of all investigation, assessment, and remediation plans and reports prepared by or on behalf of Tenant in response to any such regulatory order or directive.

5.4.1.4Indemnification.  

5.4.1.4.1In General.  Without limiting in any way Tenant's obligations under any other provision of this Lease, Tenant shall be solely responsible for and shall protect, defend, indemnify and hold the Landlord Parties harmless from and against any and all claims, judgments, losses, damages, costs, expenses, penalties, enforcement actions, taxes, fines, remedial actions, liabilities (including, without limitation, actual attorneys' fees, litigation, arbitration and administrative proceeding costs, expert and consultant fees and laboratory costs) including, without limitation, sums paid in settlement of claims, which arise before, during or after the Lease Term in whole or in part, directly or indirectly arising out of or attributable to the presence, use, generation, manufacture, treatment, handling, refining, production, processing, storage, Release or presence of Hazardous Materials in, on, under or about the Premises by Tenant or Tenant's Agents.  The foregoing obligations of Tenant shall include, including without limitation:  (i) the costs of any required or necessary removal, repair, cleanup or remediation of the Premises, and the preparation and implementation of any closure, removal, remedial or other required plans; (ii) judgments for personal injury or property damages; and (iii) all costs and expenses incurred by Landlord in connection therewith.  

5.4.1.4.2Limitations.  Notwithstanding anything in Section 5.4.1.4, above, to the contrary, Tenant's indemnity of Landlord as set forth in Section 5.4.1.4, above, shall not be applicable to claims based upon Hazardous Materials not Released by Tenant or Tenant's Agents.  

5.4.1.4.3Landlord Indemnity.  Under no circumstance shall Tenant be liable for, and Landlord shall indemnify, defend, protect and hold harmless Tenant and Tenant's Agents from and against, all third party losses, costs, claims, liabilities and damages (including attorneys' and consultants' fees) arising out of any Hazardous Materials Released by Landlord or any Landlord Parties.  

5.4.1.5Compliance with Environmental Laws.  Without limiting the generality of Tenant's obligation to comply with Applicable Laws as otherwise provided in this Lease, Tenant shall, at its sole cost and expense, comply with all Environmental Laws.  Tenant shall obtain and maintain any and all necessary permits, licenses, certifications and approvals appropriate or required for the use, handling, storage, and disposal of any Hazardous Materials used, stored, generated, transported, handled, blended, or recycled by Tenant on the Premises.  Landlord shall have a continuing right, without obligation, to require Tenant to obtain, and to review and inspect any and all such permits, licenses, certifications and approvals, together with copies of any and all Hazardous Materials management plans and programs, any and all Hazardous Materials risk management and pollution prevention programs, and any and all Hazardous Materials emergency response and employee training programs respecting Tenant's use of Hazardous Materials.  Upon request of Landlord (but no more than once every twelve (12) months, unless Landlord shall have reasonable grounds to believe that Tenant is not in compliance with its covenants under this Section 5.4.1.5), Tenant shall deliver to Landlord a narrative description explaining the nature and scope of Tenant's activities involving Hazardous Materials and certifying to Tenant's compliance with all Environmental Laws and the terms of this Lease.

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5.4.2Assurance of Performance.

5.4.2.1Environmental Assessments In General.  Landlord may, but shall not be required to, engage from time to time such contractors as Landlord determines to be appropriate (and which are reasonably acceptable to Tenant) to perform "Environmental Assessments," as that term is defined below, to ensure Tenant's compliance with the requirements of this Lease with respect to Hazardous Materials.  For purposes of this Lease, "Environmental Assessment" means an assessment including, without limitation:  (i) an environmental site assessment conducted in accordance with the then-current standards of the American Society for Testing and Materials and meeting the requirements for satisfying the "all appropriate inquiries" requirements; and (ii) sampling and testing of the Premises based upon potential recognized environmental conditions or areas of concern or inquiry identified by the environmental site assessment, including, without limitation:  (A) testing of any transformers on the Premises for PCBs; (B) soil and groundwater sampling to measure the effect of any actual or suspected release or discharge of Hazardous Materials on the Premises; and (C) such other sampling and testing reasonably necessary to determine the environmental condition of the Premises.

5.4.2.2Costs of Environmental Assessments.  All costs and expenses incurred by Landlord in connection with any such Environmental Assessment initially shall be paid by Landlord; provided that if any such Environmental Assessment shows that Tenant has failed to comply with the provisions of this Section 5.4, then all of the costs and expenses of such Environmental Assessment shall be reimbursed by Tenant as Additional Rent within thirty (30) days after receipt of written demand therefor.

5.4.2.3Other Matters.  Each Environmental Assessment conducted by Landlord shall be conducted:  (i) only after Landlord has provided to Tenant notice reasonably detailing the extent of Landlord's access requirement at least ten (10) days prior to the date of such Environmental Assessment; and (ii) in a manner reasonably designed to minimize the interruption of Tenant's use of the Premises, subject to the TCCs of Article 27, below.  Tenant shall have the right to reasonably approve the timing of Landlord's entry onto the Premises in order to minimize the interruption of Tenant's use of the Premises.  Landlord shall repair any damage caused by the performance of the Environmental Assessment, and shall restore the Premises to the condition existing immediately prior to the Environmental Assessment, unless response actions are required of Tenant pursuant to the provisions of this Lease based on the findings of the Environmental Assessment.

5.4.3Tenant's Obligations upon Surrender.  At the expiration or earlier termination of the Lease Term, Tenant, at Tenant's sole cost and expense, shall:  (i) cause an Environmental Assessment of the Premises to be conducted in accordance with Section 15.2; (ii) cause all Hazardous Materials to be removed from the Premises and disposed of in accordance with all Environmental Laws and as necessary to allow the Premises to be used for the Permitted Use; and (iii) cause to be removed all containers installed or used by Tenant or Tenant's Agents to store any Hazardous Materials on the Premises, and cause to be repaired any damage to the Premises caused by such removal.

5.4.4Clean-up.

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5.4.4.1Environmental Reports; Clean-Up.  If any written report, including any report containing results of any Environmental Assessment (an "Environmental Report") shall indicate (i) the presence of any Hazardous Materials as to which Tenant has a removal or remediation obligation under this Section 5.4, and (ii) that as a result of same, the investigation, characterization, monitoring, assessment, repair, closure, remediation, removal, or other clean-up (the "Clean-up") of any Hazardous Materials is required by Environmental Laws, Tenant shall immediately prepare and submit to Landlord within sixty (60) days after receipt of the Environmental Report a comprehensive plan, subject to Landlord's written approval, specifying the actions to be taken by Tenant to perform the Clean-up so that the Premises is restored to the conditions required by this Lease.  Upon Landlord's approval of the Clean-up plan, Tenant shall, at Tenant's sole cost and expense, without limitation on any rights and remedies of Landlord under this Lease, immediately implement such plan with a consultant reasonably acceptable to Landlord and proceed to Clean-up Hazardous Materials in accordance with all Applicable Laws and as required by such plan.  If, within thirty (30) days after receiving a copy of such Environmental Report, Tenant fails either (a) to complete such Clean-up, or (b) with respect to any Clean-up that cannot be completed within such thirty-day period, fails to proceed with diligence to prepare the Clean-up plan and complete the Clean-up as promptly as practicable, then Landlord shall have the right, but not the obligation, and without waiving any other rights under this Lease, to carry out any Clean-up recommended by the Environmental Report or required by any governmental authority having jurisdiction over the Premises, and recover all of the costs and expenses thereof from Tenant as Additional Rent, payable within ten (10) days after receipt of written demand therefor.

5.4.4.2No Rent Abatement.  Tenant shall continue to pay all Rent due or accruing under this Lease during any Clean-up, and shall not be entitled to any reduction, offset or deferral of any Base Rent or Additional Rent due or accruing under this Lease during any such Clean-up.  

5.4.4.3Surrender of Premises.  Tenant shall complete any Clean-up prior to surrender of the Premises upon the expiration or earlier termination of this Lease, and shall fully comply with all Environmental Laws and requirements of any governmental authority with respect to such completion, including, without limitation, fully comply with any requirement to file a risk assessment, mitigation plan or other information with any such governmental authority in conjunction with the Clean-up prior to such surrender.  Tenant shall obtain and deliver to Landlord a letter or other written determination from the overseeing governmental authority confirming that the Clean-up has been completed in accordance with all requirements of such governmental authority and that no further response action of any kind is required for the unrestricted use of the Premises ("Closure Letter").  Upon the expiration or earlier termination of this Lease, Tenant shall also be obligated to close all permits obtained in connection with Hazardous Materials in accordance with Applicable Laws.

5.4.4.4Failure to Timely Clean-Up.  Should any Clean-up for which Tenant is responsible not be completed, or should Tenant not receive the Closure Letter and any governmental approvals required under Environmental Laws in conjunction with such Clean-up prior to the expiration or earlier termination of this Lease, then, commencing on the later of the termination of this Lease and three (3) business days after Landlord's delivery of notice of such failure and that it elects to treat such failure as a holdover Tenant shall be liable to Landlord as a holdover tenant (as more particularly provided in Article 16) until Tenant has fully complied with its obligations under this Section 5.4.

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5.4.5Confidentiality.  Unless compelled to do so by Applicable Laws, Tenant agrees that Tenant shall not disclose, discuss, disseminate or copy any information, data, findings, communications, conclusions and reports regarding the environmental condition of the Premises to any person or entity (other than Tenant's consultants, attorneys, property managers and employees that have a need to know such information), including any governmental authority, without the prior written consent of Landlord.  In the event Tenant reasonably believes that disclosure is compelled by Applicable Laws, it shall provide Landlord ten (10) days' advance notice of disclosure of confidential information so that Landlord may attempt to obtain a protective order.  Tenant may additionally release such information to bona fide prospective purchasers or lenders, subject to any such parties' written agreement to be bound by the terms of this Section 5.4.  Unless compelled to do so by Applicable Law, valid order of a court or judicial, regulatory or administrative process, Landlord agrees that Landlord shall not disclose, discuss, disseminate or copy any information, data, findings, communications or conclusions included in any Environmental Questionnaire or reports provided by Tenant pursuant to Section 5.4.6, below, to any third party (other than Landlord's consultants, attorneys, property managers, employees, shareholders and potential and actual investors, lenders, business and merger partners, that have a need to know such information), including any governmental authority, without the prior written consent of Tenant.  In the event Landlord reasonably believes that disclosure is compelled by Applicable Laws, valid order of a court or judicial, regulatory or administrative process, it shall, to the extent legally permitted, provide Tenant ten (10) days' advance notice of disclosure of confidential information so that Tenant may attempt to obtain a protective order.  Landlord may additionally release such information to bona fide prospective purchasers or lenders, subject to any such parties' written agreement to be bound by the terms of this Section 5.4.5.

5.4.6Copies of Environmental Reports.  Within thirty (30) days of receipt thereof, Tenant shall provide Landlord with a copy of any and all environmental assessments, audits, studies and reports regarding Tenant's activities with respect to the Premises, or ground water beneath the Project, or the environmental condition or Clean-up thereof; provided that Tenant shall not be obligated to provide any such items that include proprietary or work product information relating to the conduct of Tenant's business in the Premises, and any information provided by Tenant to Landlord is provided on an as-is basis, without representation or warranty, Landlord acknowledges that such materials may not be assignable or to be relied on by Landlord pursuant to their terms.  Tenant shall be obligated to provide Landlord with a copy of such materials without regard to whether such materials are generated by Tenant or prepared for Tenant, or how Tenant comes into possession of such materials.

5.4.7Signs, Response Plans, Etc.  Tenant shall be responsible for posting on the Premises any signs required under applicable Environmental Laws.  Tenant shall also complete and file any business response plans or inventories required by any Applicable Laws.  Tenant shall concurrently file a copy of any such business response plan or inventory with Landlord.

5.4.8Survival.  Each covenant, agreement, representation, warranty and indemnification made by Tenant set forth in this Section 5.4 shall survive the expiration or earlier termination of this Lease with respect to any obligation of Tenant arising during the Lease Term and shall remain effective until all of Tenant's obligations under this Section 5.4 have been completely performed and satisfied.

5.5Odors and Exhaust.  Tenant acknowledges that Landlord would not enter into this Lease with Tenant unless Tenant assured Landlord that under no circumstances will the Premises be damaged by any exhaust from Tenant's operations.  Landlord and Tenant therefore agree as follows:

5.5.1Tenant shall not cause or permit (or conduct any activities that would cause) any release of any odors or fumes of any kind from the Premises.

5.5.2Tenant shall, at Tenant's sole cost and expense, in compliance with Applicable Laws vent all fumes and odors from the Premises (and remove odors from Tenant's exhaust stream) as Landlord requires.  The placement and configuration of all ventilation exhaust pipes, louvers and other equipment shall be subject to Landlord's approval.  Tenant acknowledges Landlord's legitimate desire to maintain the Premises (indoor and outdoor areas) in an odor-free manner, and Landlord may require Tenant to abate and remove all odors in a manner that goes beyond the requirements of Applicable Laws.

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5.5.3Tenant shall, at Tenant's sole cost and expense, provide odor eliminators and other devices (such as filters, air cleaners, scrubbers and whatever other equipment may in Landlord's reasonable judgment be necessary or appropriate from time to time) to completely remove, eliminate and abate any odors, fumes or other substances in Tenant's exhaust stream that, in Landlord's reasonable judgment, emanate from the Premises.  Any work Tenant performs under this Section 5.5 shall constitute Alterations.

5.5.4Tenant's responsibility to remove, eliminate and abate odors, fumes and exhaust shall continue throughout the Term.

5.5.5If Tenant fails to install satisfactory odor control equipment within ten (10) business days after Landlord's demand made at any time, then Landlord may, without limiting Landlord's other rights and remedies, require Tenant to cease and suspend any operations in the Premises that, in Landlord's determination, cause odors, fumes or exhaust.

5.6Cafeteria.  To the extent permitted by Applicable Law, Tenant may use a portion or portions of the Premises mutually agreed upon by Landlord and Tenant for the operation of one or more cafeterias (each, a "Cafeteria"), for the exclusive use of Tenant, Tenant's employees (including Tenant's employees who work at locations other than the Project), and Transferees and each of their respective Relatives, guests and invitees, and Tenant shall not make the Cafeteria(s) available to members of the general public.  Tenant may use the Cafeteria(s) for food and beverage preparation, handling, cooking, consumption and other associated facilities.  No cooking odors shall be emitted from the Premises other than through ventilation equipment and systems installed therein to service the Cafeteria in accordance with the provisions of Section 5.5.  The Cafeteria(s) shall be of a size permitted by Applicable Laws.  If Tenant elects, in Tenant's sole discretion, to construct a Cafeteria, Tenant shall construct such Cafeteria, if at all, as part of the Improvements or as an Alteration.  If Tenant elects to operate the Cafeteria, Tenant shall give Landlord prior notice thereof and shall submit to Landlord all necessary consents, approvals, permits or registrations, required for the construction and operation of the Cafeteria in accordance with Applicable Law.

ARTICLE 6

SERVICES AND UTILITIES

6.1Standard Tenant Services.  Landlord shall provide the following services on all days (unless otherwise stated below) during the Lease Term.

6.1.1HVAC.  In accordance with the "Base, Shell and Core" definition as provided in Section 1 of the Work Letter, the Building shall be equipped with a heating and air conditioning ("HVAC") system serving the Building (the "BB HVAC System").  Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Tenant operate and control the BB HVAC System.

6.1.2Electricity.  Landlord shall provide electrical wiring and facilities for connection to Tenant's lighting and Tenant's incidental use equipment as described in Schedule 1 to Exhibit B. Tenant shall not use combined electrical load for Tenant's incidental use equipment and Tenant's lighting fixtures in excess of the capacity of the feeders, which electrical usage shall be subject to Applicable Laws, including Title 24.  Tenant shall bear the cost of replacement of lamps, starters and ballasts for non-Building standard lighting fixtures within the Premises (Landlord, as part of Operating Expenses, will replace Building-standard lamps, starters and ballasts).  Tenant shall reasonably cooperate with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the Building Systems.  All electricity usage at the Building may be monitored using separate submeters (the "Submetering Equipment") which shall be installed by Landlord for the Building Systems.  Tenant shall be responsible to pay directly, and not as a part of Operating Expenses, for the cost of all electricity shown on the Submetering Equipment.  Tenant may audit Landlord's readings of the Submetering Equipment and Landlord shall deliver reasonably detailed invoices to Tenant reflecting Landlord's reading of the Submetering Equipment and resulting electricity costs.

6.1.3Water and Sewer.  Landlord shall cause water and sewer to be supplied to the Building.  Landlord shall install Submetering Equipment to monitor the amount of water used in the Premises, and Tenant shall be responsible to pay directly, and not as a part of Operating Expenses, for the cost of all water shown on the Submetering Equipment.

6.1.4Gas.  Landlord shall cause gas to be supplied to the Building.  Tenant shall pay for the costs of such direct gas use, within thirty (30) days after demand and as Additional Rent under this Lease (and not as part of the Operating Expenses).  

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6.1.5Janitorial.  Landlord shall provide janitorial services for the Common Areas and exterior window washing services, in a manner consistent with the standards of the Project; but Landlord shall not provide janitorial services for the Premises. Tenant shall perform all janitorial services and other cleaning within the Premises in a manner consistent with the standards of the Project.  Without Landlord's prior consent, Tenant shall not use (and upon notice from Landlord shall cease using) janitorial service providers who would, in Landlord's reasonable and good faith judgment, disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas.

6.1.6Elevator.  Landlord shall provide non-attended automatic passenger elevator service for the Building.

6.1.7Loading Dock.  Tenant shall have exclusive use of the Building loading dock for deliveries to Tenant.  

6.1.8Risers, Raceways, Shafts, Conduits.  Tenant, at no additional charge to Tenant, may utilize the Building risers, raceways, shafts and conduit; provided that Tenant permits reasonable use of such risers, raceways, shafts and conduits by Landlord or its designees relating to the Food and Beverage Space.

6.1.9Access Control; Tenant's Security Systems.  Landlord shall provide reasonable access-control services for the Parking Facilities in a manner materially consistent with the services provided by landlords of Comparable Buildings.  Notwithstanding the foregoing, Landlord shall in no case be liable for personal injury or property damage for any error with regard to the admission to or exclusion from the Building or Project of any person.  Tenant may, at its own expense, install its own security system ("Tenant's Security System") in the Premises, including lobbies and elevators providing access to the Building and Premises.  Tenant's Security System shall be installed as an Alteration or Improvement, and subject to the TCCs of Article 8 or the Work Letter, as applicable.

6.2Supplemental HVAC.  Subject to Landlord's prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to install a supplemental HVAC system serving all or any portion of the Premises.  Any such supplemental HVAC system shall be installed pursuant to the terms of Article 8 or the Work Letter, if installed as part of the initial Improvements, and shall be deemed an Alteration (or Improvement, as applicable) for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with, or materially increase the cost of, Landlord's maintenance or operation of the Project, unless Tenant agrees to pay for such increased costs, or if any such installation would violate Applicable Laws.

6.3Interruption of Use.  Tenant agrees that, except as provided for in Section 6.4 below, Landlord shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services), or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by breakage, repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building or Project after reasonable effort to do so, by any riot or other dangerous condition, emergency, accident or Casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord's reasonable control; and such failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease, except as otherwise provided in Section 6.4 or elsewhere in the Lease.  Furthermore that Landlord shall not be liable under any circumstances for a loss of, or injury to, property (including scientific research and any intellectual property) or for injury to, or interference with, Tenant's business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in this Article 6.

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6.4Abatement Event.  If (i) Landlord fails to perform the obligations required of Landlord under the TCCs of this Lease, (ii) such failure causes all or a portion of the Premises to be untenantable and unusable by Tenant, and (iii) such failure relates to (A) the nonfunctioning of the heat, ventilation, and air conditioning system in the Premises, the electricity or gas in the Premises, or (B) a failure to provide access to the Premises, Tenant shall give Landlord notice (the "Initial Notice"), specifying such failure to perform by Landlord (the "Abatement Event").  If Landlord has not cured such Abatement Event within five (5) business days after the receipt of the Initial Notice, Tenant may deliver an additional notice to Landlord (the "Additional Abatement Notice"), specifying such Abatement Event and Tenant's intention to abate the payment of Rent under this Lease.  If Landlord does not cure such Abatement Event within five (5) business days of receipt of the Additional Abatement Notice, Tenant may, upon written notice to Landlord, immediately abate Rent payable under this Lease for that portion of the Premises rendered untenantable and not used by Tenant, for the period beginning on the date five (5) business days after the Initial Notice to the earlier of the date Landlord cures such Abatement Event or the date Tenant recommences the use of such portion of the Premises.  If any Abatement Event also affects the Food and Beverage Space, Landlord shall use reasonable efforts to make alternative food service available to Tenant, such as by providing access to food trucks or cafeterias in other Phases.  Such right to abate Rent shall be Tenant's sole and exclusive remedy at law or in equity for an Abatement Event.  Except as provided in this Section 6.4, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

ARTICLE 7

REPAIRS

7.1Project Management.  Landlord and Tenant acknowledge and agree that Tenant shall be responsible for obligations related to the maintenance and repair of the Building Systems that do not serve Common Areas and/or other tenant spaces in accordance with the following provisions of this Article 7, subject to the TCCs of Section 7.3, below.

7.1.1Management Standards.  

7.1.1.1Professional Management.  Tenant shall manage and perform (or shall cause a third-party property management company to perform) in a manner consistent with the standards followed at the Project (the "Management Standard").  

7.1.1.2Management Staff.  Tenant shall maintain (or shall cause a third‑party property management company to maintain) an engineering staff in numbers, for positions, and of a quality level and Experience (as defined in Exhibit I) consistent with the Management Standard (collectively, "Tenant's Employees") as Tenant shall determine is reasonably required to perform Tenant's duties under this Article 7 as to the Building Systems.  Those Tenant's Employees expressly specified in Exhibit I (the "Specified Engineers") shall meet the requirements set forth in Exhibit I attached hereto.  The name, address, daytime and evening telephone and email addresses of the lead contact for Tenant's Employees (the "Site Operations Manager") shall be furnished to Landlord and updated reasonably promptly if the same shall change.  All matters pertaining to the employment or retention of such Tenant's Employees or independent contractors are the responsibility of Tenant, who shall in all respects be the employer of Tenant's Employees or the contracting party with any independent contractor.  At no time shall the Tenant's Employees and/or independent contractors of Tenant and/or their employees be considered employees or independent contractors of Landlord.

7.1.1.3Service Agreements.  Tenant shall enter into service, repair and maintenance agreements (collectively, the "Service Agreements") for the Building Systems, upon the terms and conditions and with providers as required under Exhibit I of this Lease.  Each and every Service Agreement shall be provided to Landlord prior to finalization and Landlord shall have the reasonable right to approve or disapprove of the form or contents of the Service Agreements or the persons or entities to be engaged thereunder; provided, however, Landlord may not disapprove any Service Agreement that (i) is utilized by Landlord (or its affiliates) for the same services from the same provider at other properties owned by Landlord (or its affiliates), (ii) Landlord has previously approved for the same services, and/or (iii) are consistent with the terms of Exhibit I and this Lease.  Within ten (10) business days of Landlord's request, Tenant shall deliver a copy of all current Service Agreements to Landlord.  Notwithstanding any contrary provision of this Section 7.1.1, Tenant shall deliver to Landlord prior to the Lease Commencement Date a complete list of the providers with whom Tenant has entered into Service Agreements, and such list shall be updated annually by Tenant and delivered to Landlord on or prior to each anniversary of the Lease Commencement Date.

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7.1.2Meeting Requirements and Landlord's General Inspection Rights.  The Site Operations Manager shall be available for monthly meetings with Landlord at the Building to (i) conduct (x) a cursory inspection (i.e., a visual walk through) of the condition of the Building, the Building exterior, the Building Systems, and Tenant's performance of its obligations under this Article 7 and (y) no more frequently than once per each six (6) months, a full inspection of the condition of the Building, the Building exterior, the Building Systems, and Tenant's performance of its obligations under this Article 7, (ii) review and discuss Tenant's Employees and Tenant's management procedures with respect to the Building Systems, (iii) review and discuss the Service Agreements, and (iv) as part of the meetings on a quarterly basis, discuss the condition of the Building Systems (including quality of improvement and maintenance and repair requirements for the Building Systems), provided that either party shall have the right to call more frequent meetings with the other party to deal with emergency situations or if Landlord reasonably believes that Tenant is in breach of the terms of this Article 7.  Tenant shall accommodate Landlord's requests for inspections in good faith.

7.1.3Records and Reports Requirements.  All plans and specifications maintained by Tenant in connection with the Building Systems, and any warranties and guaranties and operating manuals relating to the Building Systems (collectively, the "Building Systems Documents") shall be maintained by Tenant throughout the Lease Term and delivered to Landlord upon the expiration or earlier termination of the Lease Term or any termination of Tenant's management of the Building Systems under this Article 7 or this Lease, to the extent not previously delivered to Landlord on an as-is basis, without representation or warranty, Landlord acknowledges that such materials may not be assignable or to be relied on by Landlord pursuant to their terms.

7.1.4Tenant's Risk Management Obligations.  Tenant shall promptly inform Landlord as to all alleged accidents known to Tenant and/or all claims for damages relating to the Building Systems known to Tenant.

7.1.5Landlord's Right to Inspect Tenant's Records.  From time to time but no more than once per calendar quarter, Landlord shall have the right to inspect Tenant's records (including the Building System Documents) relating to the performance of Tenant's obligations under this Section 7.1.  Tenant shall make such records reasonably available to Landlord electronically or at Tenant's offices within ten (10) business days of receipt of a request therefor.

7.1.6Tenant's Responsibilities Upon Termination of Tenant's Management of the Building Systems under this Article 7.  Upon the expiration or earlier termination of this Lease for any reason, or upon any termination of Tenant's management of the Building Systems under this Article 7 or this Lease, Tenant shall within ten (10) business days following receipt of a written request from Landlord, deliver the following to Landlord, or Landlord's appointed agent (except to the extent that any such item has already been delivered to Landlord).

7.1.6.1At Landlord's option, an assignment to Landlord, or its nominee or designee, of all Service Agreements with third parties, to the extent assignable (and Tenant is not obligated to make any Service Agreements assignable), provided that Tenant is released from all liability thereunder from and after the date of such assignment and Landlord pays any fees associated with the transfer thereof.

7.1.6.2The Building System Documents (copies thereof where reasonably acceptable).

7.1.6.3All personal property used solely and exclusively in the maintenance and repair of the Building Systems originally delivered by Landlord to Tenant, subject to reasonable wear and tear and Casualty, without representation and/or warranty from Tenant.

7.1.6.4Copies of any repair and maintenance records for the Building Systems.

7.1.6.5Any other tangible items in Tenant's possession or control that are exclusively used in connection with the management of the Tenant Building Systems that Landlord may reasonably require in taking over the management thereof at Landlord's reasonable cost without representation and/or warranty from Tenant.

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7.1.7Testing.  Tenant shall operate, maintain, and test the Building Systems including all subsystems in any special areas as designated by Landlord, as required by the terms of this Lease and in a manner consistent with the Management Standard.  Tenant shall conduct such testing and maintenance in accordance with applicable Laws.

The obligation of Tenant to deliver the foregoing shall survive the termination of Tenant's obligation to manage the Project.

7.2Repair, Maintenance and Testing.  

7.2.1Tenant's Repair and Maintenance Obligations.  Tenant shall, at Tenant's sole cost and expense (except as provided for in Section 7.3 and Section 7.5 below), (i) maintain and repair all portions of the Building Systems including, but not limited to, the sewer lines, lab waste systems, grease traps, HVAC, Building automation systems, mechanical, water, electrical, plumbing, fire/life-safety, vertical transportation and elevator systems other than any elevators in the Building which do not service the Premises, and low-rise fire shutters (individually, a "Building System," and collectively, the "Building Systems") that do not serve Common Areas and/or other tenant spaces, including complying with the specifications set forth in Exhibit J, attached hereto, and in accordance with the Management Standard, and (ii) maintain and repair the Premises, and including all improvements, fixtures, equipment, interior window coverings, and furnishings therein, and the floor or floors of the Building on which the Premises is located in good repair and condition, in a manner commensurate with the Other Phase Buildings and Other Project Buildings and in a clean, safe and neat condition, subject to reasonable wear and tear.  Notwithstanding any provision to the contrary contained in this Lease, Tenant's obligations to comply with applicable Laws are set forth in Section 24.1 below, and not in this Section 7.2.  Notwithstanding the foregoing, subject to Section 10.3.2.2 below, Landlord shall be responsible for any costs incurred by Tenant to perform any work caused by the negligence or willful misconduct of any Landlord Party.  Landlord hereby assigns to Tenant on a non-exclusive basis with Landlord all existing and any future warranties with respect to the Building Systems or otherwise that would reduce Tenant's repair and/or maintenance obligations hereunder and shall cooperate with Tenant, at no out-of-pocket expense to Landlord, to enforce all such warranties.  Notwithstanding the foregoing, if any obligation for Tenant in this Section 7.2.1 is "capital in nature", Tenant shall notify Landlord as set forth in Section 7.3 below and Landlord shall perform such modifications pursuant to Section 7.3, and the parties shall be responsible for the respective costs as set forth in Section 7.3 below.  At Landlord's option, if Tenant fails to perform the repair or maintenance required in this Section 7.2, Landlord may, after written notice to Tenant, and after affording Tenant a reasonable time period (not to exceed three (3) business days) within which to commence and thereafter diligently pursue the completion of such repair or maintenance, and after providing Tenant a second notice setting forth Landlord's intention to engage in self-help (except in the event of an emergency, in which case only one (1) business day notice to Tenant shall be required), but need not, perform such repairs or maintenance, and Tenant shall pay Landlord the actual third-party out-of-pocket reasonable cost thereof, including a reasonable percentage of the cost thereof sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and/or maintenance within thirty (30) days following Landlord's delivery of: (a) a written notice describing in reasonable detail the action taken by the Landlord, and (b) reasonably satisfactory evidence of the actual third-party out-of-pocket reasonable cost of such remedy, including a description of the contractors and materials used, a copy of all required permits and governmental approvals, a copy of receipt(s) showing Landlord's payments to those providing services or materials.

7.2.2Landlord's Maintenance Obligations.  Landlord shall maintain in good condition and operating order and keep in good repair and condition, in a manner commensurate with the Other Phase Buildings and Other Project Buildings and in a clean, safe and neat condition (i) the structural portions of the Building, including the foundation, parking decks and ramps, structural portions of the sidewalks, roof (including the roof membrane), curtain wall (including gaskets and seals), columns, beams, shafts, stairwells, and base Building mechanical closets, electrical service to the Building, and load bearing walls (but not the Building Systems located therein) (collectively, "Building Structure"), (ii) any Building Systems that serve Common Areas and/or other tenant spaces, (iii) the Parking Facilities, (iv) any obligations of Landlord during the Landlord Warranty Period set forth in Section 7.5 below, and (v) the Common Areas in a manner consistent with Other Phase Buildings and Other Project Buildings.  Landlord's costs of performing its obligations under this Section 7.2 and 7.3 shall be included in Operating Expenses (except to the extent such costs are otherwise prohibited by the terms of Section 4.2.3 above, or otherwise payable directly by Tenant pursuant to this Lease).  Landlord shall use commercially reasonable efforts to minimize interference with Tenant's use of the Premises in making any repairs or replacements to the Building or the Project.  Any entry of the Premises by Landlord in connection with the foregoing shall be done consistent with the terms of Article 27 of this Lease.  

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7.3Capital Improvements.  Under no circumstances shall Tenant perform any repairs, maintenance or improvements to Building Systems or Building Structure which are "capital in nature" under this Lease, including under Section 7.2.1 above or Section 24.1 below (the "Landlord's Capital Improvements"), even though the responsibility for such Landlord's Capital Improvements may otherwise be allocated to Tenant pursuant to the terms of this Lease, including Sections 7.2.1 above and Section 24.1 below.  Rather, Landlord, shall perform and supervise all Landlord's Capital Improvements and the costs thereof shall be either (i) allocated to Landlord and not as an Operating Expense if such Landlord's Capital Improvements constitute a "Non-Reimbursable Capital Improvement," as defined in Section 7.3.1, below, or (ii) allocated to Tenant if such Landlord's Capital Improvements constitute a "Reimbursable Capital Improvement," as that term is defined in Section 4.2.4, above, or are "Tenant Funded Capital Improvements," as that term is defined in Section 7.3.1, below.  Tenant shall perform all repairs, maintenance or improvements to the Premises which are "capital in nature".  Tenant shall provide Landlord with notice ("Capital Improvement Notice") if any obligation of Tenant set forth in Section 7.2.1 above pertaining to Building Systems is "capital in nature", and reasonable evidence of the same, including Tenant's determination of whether the item is a Tenant Funded Capital Improvement, a Reimbursable Capital Improvement, or a Non-Reimbursable Capital Improvement. Within five (5) business days of Landlord's receipt of a Capital Improvement Notice, Landlord shall either provide written notice to Tenant that either (1) Landlord does not believe the proposed work is a Landlord's Capital Improvement (or Landlord does not believe that Tenant has correctly categorized the Landlord's Capital Improvement as a Tenant Funded Capital Improvement, a Reimbursable Capital Improvement, or a Non-Reimbursable Capital Improvement) or (2) confirming that Landlord will perform such Landlord's Capital Improvement in accordance with this Section 7.3.  A failure of Landlord to reply within the five (5) business day period shall be deemed to be Landlord's confirmation that it will not perform such Landlord's Capital Improvement.  If Landlord and Tenant disagree as to whether the work constitutes a Landlord's Capital Improvement (or whether the Landlord's Capital Improvement is a Tenant Funded Capital Improvement, a Reimbursable Capital Improvement, or a Non-Reimbursable Capital Improvement), Landlord and Tenant shall meet and confer in good faith to attempt to resolve such disagreement.  If the Landlord's Capital Improvements constitute Tenant Funded Capital Improvements, (a) Landlord shall solicit qualified conforming bids from a minimum of two (2) contractors in connection with the completion of such Tenant Funded Capital Improvements and Landlord shall provide such bids to Tenant, and, within ten (10) business days following the receipt of such bids from Landlord, Tenant shall select either one of the bids and Landlord shall, thereafter, retain the contractor specified in such bid to complete the Tenant Funded Capital Improvements (provided that if Tenant