Common use of CLOSURE REQUIREMENTS Clause in Contracts

CLOSURE REQUIREMENTS. At least three (3) months prior to the surrender of the Subleased Premises, Sublessee shall deliver to Sublessor a narrative description of the actions proposed (or required by any governmental authority) to be taken by Sublessee in order to surrender the Subleased Premises (including any Alterations permitted by Master Lessor to remain in the Subleased Premises) at the expiration or earlier termination of the Sublease Term, in accordance with the requirements of any Environmental Laws or relevant governmental authority or, in the absence thereof, the commercially reasonable requirements of Master Lessor’s lender or any commercially reasonable requirements of Sublessor’s environmental consultant (collectively, “HazMat Requirements”) with respect to the Sublessee HazMat Operations and otherwise released for unrestricted use and occupancy (the “Surrender Plan”). Such Surrender Plan shall be accompanied by a current listing of (i) all Hazardous Materials licenses and permits held by or on behalf of Sublessee or any of its agents, employees or contractors (collectively, the “Sublessee Parties”) with respect to the Subleased Premises, and (ii) all Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the Subleased Premises, and shall be subject to the review and approval of Sublessor’s environmental consultant. In connection with the review and approval of the Surrender Plan, upon the request of Sublessor, Sublessee shall deliver to Sublessor or its consultant such additional non-proprietary information concerning Sublessee HazMat Operations as Sublessor shall request. On or before such surrender, Sublessee shall deliver to Sublessor evidence that the approved Surrender Plan shall have been satisfactorily completed and all HazMat Requirements have been met, and Sublessor shall have the right, subject to reimbursement at Sublessee’s expenses as set forth below, to cause Sublessor’s environmental consultant to inspect the Subleased Premises and perform such additional procedures as may be deemed reasonably necessary to confirm that the Subleased Premises are, as of the effective date of such surrender or early termination of this Sublease, in accordance with applicable HazMat Requirements. Sublessee shall reimburse Sublessor, as Sublease Additional Rent, for the actual, out-of-pocket expense incurred by Sublessor for Sublessor’s environmental consultant to review and approve the Surrender Plan and to visit the Subleased Premises and verify satisfactory completion of the same. Sublessor shall have the unrestricted right to deliver such Surrender Plan and any report by Sublessor’s environmental consultant with respect to the surrender of the Subleased Premises to third parties. If Sublessee shall fail to prepare or submit a Surrender Plan approved by Sublessor, or if Sublessee shall fail to complete the approved Surrender Plan, or if such Surrender Plan, whether or not approved by Sublessor, shall fail to adequately address any residual effect of Sublessee HazMat Operations in, on or about the Subleased Premises in violation of HazMat Requirements, Sublessor shall have the right to take such actions as Sublessor may deem reasonable or appropriate to assure that the Subleased Premises and the Project are surrendered free from any residual impact from Sublessee HazMat Operations, the cost of which actions shall be reimbursed by Sublessee as Sublease Additional Rent. Sublessee’s obligations pursuant to this Paragraph 18.B. shall survive the expiration or earlier termination of this Sublease.

CLOSURE REQUIREMENTS. At least three Prior to delivering the 3174 Space to Tenant, Landlord, at no cost to Tenant, shall ensure that Incyte Pharmaceuticals, Inc. (3) months prior “Incyte”), the current tenant at the 3174 Space, has met all of its surrender requirements pursuant to the surrender its lease, and has closed out its occupancy of the Subleased Premises3174 Space in compliance with all applicable law, Sublessee including, without limitation, all laws relating to Hazardous Materials, and pursuant to all requirements imposed by all appropriate government agencies with jurisdiction over the 3174 Space. In particular, Landlord shall deliver to Sublessor a narrative description of the actions proposed (or ensure that Incyte has obtained all closure permits required by all governmental agencies with jurisdiction over the 3174 Space in connection with its use of Hazard Materials in the 3174 Space. Without releasing Tenant from any governmental authority) to of its obligations in the Lease, Tenant shall not be taken by Sublessee in order to surrender the Subleased Premises responsible for and Landlord shall indemnify, protect, defend and hold harmless Tenant with respect to, any and all losses, costs (including any Alterations permitted by Master Lessor to remain in the Subleased Premises) at the expiration or earlier termination reasonable attorneys’, experts’ and consultants’ fees), remediation obligations, investigation obligations, removal obligations, liabilities, expenses, damages, claims, suits, actions and causes of the Sublease Term, in accordance with the requirements of any Environmental Laws or relevant governmental authority or, in the absence thereof, the commercially reasonable requirements of Master Lessor’s lender or any commercially reasonable requirements of Sublessor’s environmental consultant (collectively, “HazMat Requirements”) action with respect to the Sublessee HazMat Operations and otherwise released for unrestricted use and occupancy (the “Surrender Plan”). Such Surrender Plan shall be accompanied by a current listing of (i) all any Hazardous Materials licenses and permits held by or on behalf of Sublessee or any of its agents, employees or contractors (collectively, the “Sublessee Parties”) with respect to the Subleased Premises, and (ii) all Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the Subleased Premises, and shall be subject to the review and approval of Sublessor’s environmental consultant. In connection with the review and approval of the Surrender Plan, upon the request of Sublessor, Sublessee shall deliver to Sublessor or its consultant such additional non-proprietary information concerning Sublessee HazMat Operations as Sublessor shall request. On or before such surrender, Sublessee shall deliver to Sublessor evidence that the approved Surrender Plan shall have been satisfactorily completed and all HazMat Requirements have been met, and Sublessor shall have the right, subject to reimbursement at Sublessee’s expenses as set forth below, to cause Sublessor’s environmental consultant to inspect the Subleased Premises and perform such additional procedures as may be deemed reasonably necessary to confirm that the Subleased Premises are, as of the effective date of such surrender or early termination of this Sublease, in accordance with applicable HazMat Requirements. Sublessee shall reimburse Sublessor, as Sublease Additional Rent, for the actual, out-of-pocket expense incurred by Sublessor for Sublessor’s environmental consultant to review and approve the Surrender Plan and to visit the Subleased Premises and verify satisfactory completion of the same. Sublessor shall have the unrestricted right to deliver such Surrender Plan and any report by Sublessor’s environmental consultant with respect to the surrender of the Subleased Premises to third parties. If Sublessee shall fail to prepare or submit a Surrender Plan approved by Sublessor, or if Sublessee shall fail to complete the approved Surrender Plan, or if such Surrender Plan, whether or not approved by Sublessor, shall fail to adequately address any residual effect of Sublessee HazMat Operations in, Material present on or about the Subleased Premises 3174 Space or originating from the 3174 Space to the surrounding property, or the soil, groundwater or surface water thereof, prior to the 3174 Effective Date, without regard to whether the presence of the Hazardous Material was caused by Landlord, Incyte or any person other than Tenant or Tenant’s employees, invitees, contractors, vendors, or guests. Notwithstanding anything to the contrary in violation this Sixth Amendment of HazMat RequirementsLease, Sublessor shall Landlord is waiting for delivery of the final Hazardous Materials closure letter (“Closure Letter”) from the City of Palo Alto Fire Department necessary to certify completion by Incyte of the 3174 Space’s closure plan for the 3174 Space; attached as Exhibit “B” and made a part hereof is a letter from Landlord’s environmental consultant, Protech Consulting & Engineering, accepting Incyte’s closure process of the 3174 Space pending receipt or the final closure letter from the City of Palo Alto. Having spoken directly with the City of Palo Alto Fire Department, Landlord expects to have the right closure letter on or before December 31, 2005. If Landlord has not received the Closure Letter by December 31, 2005, Landlord shall continue to take such actions as Sublessor may deem reasonable or appropriate use its best efforts to assure that obtain the Subleased Premises Closure Letter and the Project are surrendered free from any residual impact from Sublessee HazMat Operations, the cost of which actions Tenant’s Basic Rent shall be reimbursed abated until such time as the Closure Letter acceptable to Landlord and reasonably acceptable to Tenant is received by Sublessee as Sublease Additional Rent. Sublessee’s obligations pursuant to this Paragraph 18.B. shall survive the expiration or earlier termination of this SubleaseTenant.