Common use of Condition of the Sublease Premises Clause in Contracts

Condition of the Sublease Premises. Subject to any fit-up work to be performed by Prime Landlord under the Prime Lease with regard to the Sublease Premises (including any replacement of any loose or damaged floor tiles and any damaged or discolored ceiling tiles), and to any preparation work to be performed by Sublandlord as specifically provided in Exhibit B attached hereto, Subtenant acknowledges that it has examined and inspected the Sublease Premises and is fully familiar with the physical condition thereof, and agrees to accept and take possession of the Sublease Premises "as is". Subtenant further acknowledges that, as an occupant of the Complex, it is generally familiar with the condition of the Complex, including, without limitation, the conditions listed as Exhibit N of the Prime Lease. Sublandlord does not make any representation or warranty as to the physical condition of the Sublease Premises or Complex, the use to which the Sublease Premises or Complex may be put or any other matter or thing affecting or relating to the Sublease Premises except as specifically set forth in this Sublease. Notwithstanding the immediately preceding sentence, Sublandlord and Subtenant each represents to the other that, to the best of their respective knowledge, Prime Landlord's representations made in Article 41 and Section 36.03(a) of the Prime Lease are true and accurate as of the date hereof. Sublandlord shall have no obligation whatsoever to alter, improve, decorate or otherwise prepare the Sublease Premises for Subtenant's occupancy, except as may be specifically provided in Exhibit B. Subtenant acknowledges that it presently occupies, and has been in occupancy of, portions of the Sublease Premises.

Condition of the Sublease Premises. Subject to A. It is understood and agreed that all understandings and agreements heretofore had between the parties are merged in this Sublease, which alone fully and completely expresses their agreements, and that the same are entered into after full investigation. Neither party is relying upon any fit-up work to be performed statement or representation made by Prime Landlord under the Prime Lease with regard other and not embodied in this Sublease. Notwithstanding anything to the Sublease Premises (including any replacement of any loose or damaged floor tiles and any damaged or discolored ceiling tiles), and to any preparation work to be performed by Sublandlord as specifically provided contrary contained in Exhibit B attached heretothe ▇▇▇▇▇▇▇▇▇, Subtenant acknowledges that it Subtenant has examined and inspected the Sublease Premises and is fully familiar with the physical condition thereof, and agrees to accept and take possession of the Sublease Premises "in “as is". Subtenant further acknowledges that, as an occupant of the Complex, it where is generally familiar and with the all faults” condition of the Complex, including, without limitation, the conditions listed as Exhibit N of the Prime Lease. Sublandlord does not make any representation or warranty as to the physical condition of the Sublease Premises or Complex, the use to which the Sublease Premises or Complex may be put or any other matter or thing affecting or relating to the Sublease Premises except as specifically set forth in this Sublease. Notwithstanding the immediately preceding sentence, Sublandlord and Subtenant each represents to the other that, to the best of their respective knowledge, Prime Landlord's representations made in Article 41 and Section 36.03(a) of the Prime Lease are true and accurate as of the date hereof. Effective Date and Sublandlord shall have no obligation whatsoever is not required to alterperform work of any kind, improve, decorate nature or otherwise description to prepare the Sublease Premises for Subtenant's ’s occupancy, or, subject to Paragraph 16C, make any contribution for work to be performed by Subtenant. In the event any Building systems serving the Sublease Premises installed by Sublandlord are not in good operating order and repair when the Sublease Premises are delivered to Subtenant, then, Sublandlord shall make or cause to be made such necessary repairs to such Building systems, at Sublandlord’s sole cost without the inclusion of such costs as Additional Rent or Sublease Operating Expenses, provided that Subtenant has notified Sublandlord of the need to repair such Building systems within ninety (90) days after the Commencement Date. B. Subtenant acknowledges and agrees that any and all alterations, installations, renovations or other items of work necessary to prepare the Sublease Premises for Subtenant’s initial occupancy shall be performed by Subtenant (subject to the provisions of Paragraph 15 below and the applicable provisions of the ▇▇▇▇▇▇▇▇▇), at Subtenant’s sole cost and expense, and, except as may be specifically provided in Exhibit B. otherwise expressly set forth herein, Subtenant acknowledges that it presently occupiesreleases all rights, liabilities, and has been claims against Sublandlord in occupancy of, portions connection with the condition of the Sublease Premises, the Premises, or the Building (or any system serving the same). C. Within thirty (30) days following the Effective Date, Subtenant will deliver to Sublandlord a list of (i) any items of gym equipment currently located at the gym at the Project (“Gym Items”) and (ii) any furniture, fixtures and equipment currently located within the Sublease Premises (collectively with the Gym Items, the “FF&E”) which Subtenant desires to use at and within the Sublease Premises for Sublandlord’s reasonable consent. Following Sublandlord’s agreement to the list of FF&E, Subtenant, at no additional cost to Subtenant, may use such FF&E during the term of this Sublease. Subtenant specifically acknowledges that Sublandlord shall have no obligation to alter, maintain, repair, dis-assemble, re-assemble, move or install any FF&E, and Subtenant accepts the FF&E in its “as-is, where-is and with all faults” condition without representation, warranty or liability of any kind by Sublandlord. From and after the Commencement Date, Subtenant, at Subtenant’s sole cost and expanse, shall be responsible for maintenance, repair and operation of the FF&E. In the event that Subtenant desires to dispose of any FF&E during the Term, Subtenant shall provide notice thereof to Sublandlord and Sublandlord shall, within ten (10) business days following such notice either (a) consent to Subtenant’s disposal of such FF&E or (b) notify Subtenant that Sublandlord desires to remove such FF&E. Sublandlord’s failure to either (x) timely notify Subtenant that Sublandlord consents to Subtenant’s disposal of the applicable FF&E or that Sublandlord desires to remove the applicable FF&E or (y) remove the applicable FF&E within twenty (20) days following Subtenant’s notice shall be deemed Sublandlord’s consent to Subtenant’s disposal of the applicable FF&E. Any FF&E provided to Subtenant is at Subtenant’s sole risk and responsibility, and Subtenant hereby waives and releases any and all claims against Sublandlord in connection with any FF&E. Upon expiration or the sooner termination of this Sublease, at Subtenant’s option, Subtenant shall either (i) leave the remaining FF&E at the Sublease Premises in its “as-is, where-is and with all faults” condition, or (ii) purchase the remaining FF&E from Sublandlord for the consideration of $1, without warranty or representation of any kind, and remove the same from the Sublease Premises. The total number of Gym Items shall be a reasonable number and shall not be a majority of the items of gym equipment located in the gym at the Project. Subtenant, at Subtenant’s sole cost and expense, shall move the agreed Gym Items to the Sublease Premises within two months following the Commencement Date, provided that Subtenant shall schedule the moving of such equipment with Sublandlord in advance and shall be solely responsible for any damage to such equipment, the Premises, the gym, or any other portion of the Project caused by Subtenant in connection with moving such equipment. Subtenant shall not have any right to move the Gym Items to any location other than the Sublease Premises.

Condition of the Sublease Premises. Subject to A. It is understood and agreed that all understandings and agreements heretofore had between the parties are merged in this Sublease, which alone fully and completely expresses their agreements, and that the same are entered into after full investigation, neither party relying upon any fit-up work to be performed statement or representation made by Prime Landlord under the Prime Lease with regard to other and not embodied in this Sublease. Sublandord shall deliver the Sublease Premises (including any replacement of any loose or damaged floor tiles and any damaged or discolored ceiling tiles)Premises, and to any preparation work to be performed by Sublandlord as specifically provided in Exhibit B attached hereto, Subtenant acknowledges that it has examined and inspected the Sublease Premises and is fully familiar with the physical condition thereof, and agrees to accept and take possession of the Sublease Premises "Premises, (i) free of all tenancies and rights of occupancy and (ii) in “as is". Subtenant further acknowledges that, as an occupant of ” and “where is” condition on the Complex, it is generally familiar with the condition of the Complex, Commencement Date hereof (including, without limitation, containing the conditions listed as Exhibit N furniture and equipment referred to in Section 26(B) of the Prime Lease. this Sublease), and Sublandlord does is not make required to perform work of any representation kind, nature or warranty as description to the physical condition of prepare the Sublease Premises or Complexfor Subtenant’s occupancy. B. Subtenant acknowledges that during the Term, Sublandlord has granted to Subtenant a license to use all of the use to items of furniture and equipment which are presently located in the Sublease Premises and as set forth in Exhibit C attached hereto, all of which shall remain the property of Sublandlord; provided, however, that during the Term such items of equipment shall be maintained by Subtenant and, at the expiration of the Term, shall at Sublandlord’s sole option be surrendered to Sublandlord in the condition such items of equipment are in on the date of this Sublease, ordinary wear and tear excepted or Complex may be put or any other matter or thing affecting or relating removed by Subtenant at its sole cost and expense. C. Each of Sublandlord and Subtenant hereby acknowledge and agree that in, connection with Subtenant's non-exclusive use of the Pantry, if requested by Sublandlord, (i) Subtenant shall keep the door to the Pantry that leads to the Sublease Premises, closed and locked after normal business hours, and (ii) Sublandlord shall keep the door to the Pantry that leads to the remainder of the Premises, closed and locked after normal business hours. Sublandlord shall provide a lock to the door leading from the Pantry to the Sublease Premises except as specifically set forth in this Sublease. Notwithstanding the immediately preceding sentence, Sublandlord and Subtenant each represents to the other that, to the best of their respective knowledge, Prime Landlord's representations made in Article 41 and Section 36.03(a) of the Prime Lease are true and accurate if no lock is on such door as of the date hereof. Sublandlord and Subtenant covenant and agree that neither shall have no obligation whatsoever hold the other liable for any damages to alter, improve, decorate personal property or otherwise prepare the Sublease Premises for related costs or expenses arising solely out of Sublandlord or Subtenant's occupancy, except failure to keep its respective access door to the Pantry locked after normal business hours as may be specifically provided set forth in Exhibit B. Subtenant acknowledges that it presently occupies, and has been in occupancy of, portions of the Sublease Premisesthis Section.

Condition of the Sublease Premises. Subject to any fit-up work to be performed by Prime Landlord under the Prime Lease with regard to the Sublease Premises (including any replacement of any loose or damaged floor tiles and any damaged or discolored ceiling tiles), and to any preparation work to be performed by Sublandlord as specifically provided in Exhibit B attached hereto, 4.1. Subtenant acknowledges represents that it has examined and inspected (or waived examination of) the Sublease Premises Premises. Except as specifically set forth herein, Sublandlord has not made and is fully familiar with the physical condition thereof, and agrees to accept and take possession of the Sublease Premises "as is". Subtenant further acknowledges that, as an occupant of the Complex, it is generally familiar with the condition of the Complex, including, without limitation, the conditions listed as Exhibit N of the Prime Lease. Sublandlord does not make any representation representations or warranty warranties as to the physical condition of the Sublease Premises or Complex(including any latent defects in the Sublease Premises), the use uses to which the Sublease Premises or Complex may be put put, or any other matter or thing affecting or relating to the Sublease Premises Premises, except as specifically set forth in this Sublease. Notwithstanding , provided, however, that (a) Sublandlord represents that Sublandlord shall deliver the immediately preceding sentence, Premises with all building systems (for which Sublandlord is responsible for repair under the ▇▇▇▇▇▇▇▇▇) and Subtenant each represents to the other that, to the best of their respective knowledge, Prime Landlord's representations made personal property in Article 41 and Section 36.03(a) of the Prime Lease are true and accurate working order as of the Commencement Date (it being understood that the foregoing representation shall not make Sublandlord responsible for the repair of any building systems for which Overlandlord is responsible, other than Sublandlord’s obligation under Section 5.4.1 hereof), and (b) if Subtenant accepts the Sublease Premises on or after the Commencement Date, Subtenant shall be deemed to agree that such building systems and personal property were in working order as of the Commencement Date. 4.2. Except as set forth in Section 4.1, Subtenant agrees to accept the Sublease Premises in their "as is" condition on the date hereof. , as the same may be affected by reasonable wear and tear after the date hereof, and Sublandlord shall have no obligation whatsoever to alter, improve, decorate or otherwise prepare the Sublease Premises Premises, or any portion thereof, for Subtenant's occupancy, except as may be specifically provided in Exhibit B. Subtenant acknowledges that it presently occupies, and has been in occupancy of, portions of the Sublease Premises.. 126547966 v6

Condition of the Sublease Premises. Subject to any fit-up work to be performed by Prime Landlord under the Prime Lease with regard to (a) Except as otherwise expressly provided this Section 15, Novartis shall deliver the Sublease Premises (including any replacement of any loose or damaged floor tiles to Subtenant vacant, broom clean and any damaged or discolored ceiling tiles)otherwise in its “as is” condition on the date hereof, as the same may be affected by reasonable wear and tear after the date hereof. Subtenant is subleasing the Sublease Premises from Novartis after having had an opportunity to any preparation work to be performed by Sublandlord as specifically provided in Exhibit B attached hereto, Subtenant acknowledges that it has examined and inspected fully inspect the Sublease Premises and is fully familiar the right not to execute this Sublease if the results of said inspection were unacceptable. Therefore, except as otherwise explicitly provided in this Sublease with respect to the physical condition thereof, performance of the Novartis Work and agrees to accept and take possession the delivery of the SP#1 portion of the Sublease Premises "and SP#2 portion of the Sublease Premises in accordance with the Delivery Condition, Subtenant hereby agrees that the term “as is". Subtenant further acknowledges that, as an occupant of the Complex” means that upon having approved said inspection, it is generally familiar with will sublease the condition of the Complex, includingSublease Premises, without limitationwarranty or representation, the conditions listed as Exhibit N of the Prime Lease. Sublandlord does not make any representation either oral or warranty written, or expressed or implied, as to the physical condition of the Sublease Premises and/or the compliance of same with building, fire, health and zoning codes and other applicable laws, ordinances and regulations. Novartis hereby expressly disclaims any and all warranties or Complexrepresentations made to Subtenant, whether same were made by any partner, officer, director, shareholder or employee of Novartis or any other agent of same, such as a broker, unless such warranty or representation is contained in writing as a part of this Sublease. Except as otherwise explicitly provided in this Sublease with respect to the use to which performance of the Novartis Work and the delivery of the SP#1 portion of the Sublease Premises and SP#2 portion of the Sublease Premises in accordance with the Delivery Condition, (i) Novartis shall not incur any greater obligation, financial or Complex otherwise, in connection with the Sublease Premises than it would have had but for this Sublease, and (ii) Subtenant shall be solely responsible for all costs which may be put imposed on Novartis or Subtenant under the ▇▇▇▇▇▇▇▇▇ in connection with the condition of the Sublease Premises arising from Subtenant’s use and occupancy thereof following the applicable Commencement Date. Except as otherwise explicitly provided in this Sublease with respect to the performance of the Novartis Work and the delivery of the SP#1 portion of the Sublease Premises and SP#2 portion of the Sublease Premises in accordance with the Delivery Condition, Novartis shall have no obligation whatsoever with respect to the condition of any other matter portion of the Sublease Premises. (b) Notwithstanding anything to the contrary contained herein, Novartis shall, at its sole cost and expense, perform the work more particularly described on Exhibit B attached hereto (the “Novartis Work”). The Novartis Work shall be performed in compliance with all applicable Legal Requirements (as defined in the ▇▇▇▇▇▇▇▇▇) and the provisions of the ▇▇▇▇▇▇▇▇▇. (c) If Subtenant elects to perform any work in the Sublease Premises, Subtenant, if so required pursuant to Section 12.1 of the ▇▇▇▇▇▇▇▇▇, shall obtain the consent of both Novartis and Overlandlord for such work, and shall perform such work, in the manner set forth in Article 12 of the ▇▇▇▇▇▇▇▇▇. Subtenant may make changes, alterations, additions or thing affecting improvements to the Sublease Premises, subject, however, to the prior written consent of Novartis (which consent shall not be unreasonably withheld, conditioned or relating delayed, except in the event of Permitted Alterations [as such term is defined in Section 12.1 of the ▇▇▇▇▇▇▇▇▇], in which case no consent shall be required) and Overlandlord to the extent required under the provisions of the ▇▇▇▇▇▇▇▇▇. Any changes, alterations, additions or improvements by or on behalf of Subtenant which have been consented to by Novartis and the Overlandlord, or for which consent shall not be required, shall be made subject to and in accordance with the provisions of the ▇▇▇▇▇▇▇▇▇ and the Construction Alterations Checklist attached hereto as Exhibit F (as same may be modified from time to time during the term of this Sublease) and the Construction Work Rules and Regulations attached hereto as Exhibit G (as same may be modified from time to time during the term of this Sublease). Subtenant shall be responsible for the cost of all mechanical, electrical, plumbing and technology infrastructure supporting any changes, alterations, additions or improvements to the Sublease Premises except made by Subtenant. (d) Subtenant shall pay any and all reasonable actual out-of-pocket third party review fees or charges Novartis may incur and any and all fees or charges Overlandlord may incur and which are chargeable pursuant to the ▇▇▇▇▇▇▇▇▇ and charged to Novartis in connection with Subtenant’s making changes, alterations, additions or improvements to the Sublease Premises. Except as specifically expressly set forth in this Sublease, on or before the expiration or sooner termination of this Sublease, if (i) Overlandlord requires the removal of any changes, alterations, additions or improvements to the Sublease Premises performed by or for the benefit of Subtenant (other than the Novartis Work) in accordance with Section 12.1 of the ▇▇▇▇▇▇▇▇▇, (ii) if the ▇▇▇▇▇▇▇▇▇ would otherwise require Novartis, as tenant under the ▇▇▇▇▇▇▇▇▇ to remove of any changes, alterations, additions or improvements to the Sublease Premises performed by or for the benefit of Subtenant (other than the Novartis Work) in accordance with Section 12.1 of the ▇▇▇▇▇▇▇▇▇, or (iii) Novartis requires the removal of any changes, alterations, additions or improvements to the Sublease Premises performed by or for the benefit of Subtenant (other than the Novartis Work), then Subtenant shall, at its sole cost and expense, promptly remove such changes, alterations, additions or improvements to the Sublease Premises, and repair any damage caused by such removal. Subtenant acknowledges and agrees that Subtenant shall, at its sole cost and expense, promptly remove all of Subtenant’s property which would constitute “Tenant’s Property” (as defined in the ▇▇▇▇▇▇▇▇▇) from Sublease Premises on or before the Expiration Date, and repair any damage caused by such removal. Notwithstanding the immediately preceding sentence, Sublandlord and Subtenant each represents anything to the other thatcontrary contained herein, if Subtenant requests in writing that Novartis make the election on whether any alterations, additions or improvements (including, without limitation Subtenant’s Work) shall be required to be removed at the best end of their respective knowledgethe term, Prime Landlord's representations made in Article 41 and Section 36.03(aat the time Novartis receives Subtenant’s notice regarding the Permitted Alterations or Novartis approves the plans for such alteration, as the case may be, then, solely with respect to Novartis’s rights under subsection (iii) of this Section 15(d), Novartis shall make such election at the Prime Lease are true and accurate time Novartis receives Subtenant’s notice regarding the Permitted Alterations or Novartis approves the plans for such alteration, as the case may be, in accordance with Section 12.1 of the ▇▇▇▇▇▇▇▇▇. (e) Novartis has advised Subtenant that as of the date hereofEffective Date, Novartis has an unused portion of the TI Allowance described in Paragraph 4 of the Third Amendment to the ▇▇▇▇▇▇▇▇▇, which exceeds the amount of the Sublet Improvement Allowance (as hereafter defined). Sublandlord Overlandlord has agreed to accept payment requisitions from Novartis for work performed by Subtenant as part of Subtenant’s Work (as hereafter defined), subject to the requirements of Section 5(e) of Exhibit A attached to the Third Amendment to the ▇▇▇▇▇▇▇▇▇ Provided that Subtenant is not in default of any term or condition of this Sublease beyond the expiration of any applicable notice and cure period, Novartis shall apply for payment to the Overlandlord as part of the Novartis’ TI Allowance up to a maximum amount of $693,580.00 (the “Sublet Improvement Allowance”), solely against the cost and expense incurred by Subtenant in connection with the performance of alteration work within the Sublease Premises (the “Subtenant’s Work”), inclusive of so called “Soft Costs” related thereto, including without limitation, fees payable to Subtenant’s engineer, architect and space planner, the cost to file the final plans and obtain necessary permits and the costs. Subtenant acknowledges and agrees that in no event shall more than $34,679.00 of the Sublet Improvement Allowance be payable towards Soft Costs. In the event that the cost and expense of Subtenant’s Work shall exceed this amount, Subtenant shall be entirely responsible for such excess. Subject to the requirements set forth in Section 5(e) of Exhibit A attached to the Third Amendment, the Sublet Improvement Allowance is available for Subtenant’s requisition commencing upon the Commencement Date for SP#1 of this Sublease but in no event later than one (1) year after the Commencement Date for SP#2 of this Sublease (the “Outside Requisition Date”). Subtenant, agrees that any portion of the Sublet Improvement Allowance which has not been the subject of a payment requisition by Subtenant on or before the Outside Requisition Date, shall no longer be available to Subtenant hereunder, and Novartis shall have no obligation whatsoever to alter, improve, decorate pay any such portion of the Sublet Improvement Allowance to Subtenant or otherwise prepare provide Subtenant with any credit against rent. Subtenant shall comply with all of the Sublease Premises for Subtenant's occupancy, except as may be specifically provided requisition and payment requirements in accordance with the terms of Section 5(e) of Exhibit B. Subtenant acknowledges that it presently occupiesA attached to the Third Amendment to the ▇▇▇▇▇▇▇▇▇, and has been in occupancy ofacknowledges and agrees that all Subtenant’s requisitions for payment, portions and the payment of the Sublease PremisesSublet Improvement Allowance by Overlandlord shall be subject to the requirements of Section 5(e) of Exhibit A attached to the Third Amendment to the ▇▇▇▇▇▇▇▇▇ in all respects.

Condition of the Sublease Premises. Subject to (a) Except as set forth in Section 5(c) below, Subtenant agrees that (i) Sublandlord has made no representations or warranties of any fit-up work to be performed by Prime Landlord under the Prime Lease with regard to kind or nature whatsoever respecting the Sublease Premises or the built-in equipment or personal property located in or serving the Sublease Premises, their condition or suitability for Subtenant’s use; and (including any replacement of any loose or damaged floor tiles and any damaged or discolored ceiling tiles), and ii) Subtenant agrees to any preparation work to be performed by Sublandlord as specifically provided in Exhibit B attached hereto, Subtenant acknowledges that it has examined and inspected accept the Sublease Premises and is fully familiar with the physical condition thereof, built-in equipment and agrees to accept and take possession of personal property located in or serving the Sublease Premises "“as is". Subtenant further acknowledges that, as an occupant of the Complex, it is generally familiar where is,” with the condition of the Complex, includingall faults, without limitationany obligation on the part of Sublandlord to modify, the conditions listed as Exhibit N of the Prime Lease. Sublandlord does not make any representation or warranty as to the physical condition of the Sublease Premises or Complex, the use to which the Sublease Premises or Complex may be put or any other matter or thing affecting or relating to the Sublease Premises except as specifically set forth in this Sublease. Notwithstanding the immediately preceding sentence, Sublandlord and Subtenant each represents to the other that, to the best of their respective knowledge, Prime Landlord's representations made in Article 41 and Section 36.03(a) of the Prime Lease are true and accurate as of the date hereof. Sublandlord shall have no obligation whatsoever to alter, improve, decorate improve or otherwise prepare the Sublease Premises for Subtenant's ’s occupancy. Subtenant agrees to maintain (at its sole cost and expense) all built-in equipment and personal property located in or serving the Sublease Premises in the same condition and repair as when received, except subject to normal wear and tear. (b) Sublandlord has not made an independent investigation of the Premises or determination with respect to the physical and environmental condition of the Premises including without limitation compliance with The Americans With Disabilities Act, the existence of any underground tanks, pumps, piping, toxic or hazardous substances on the Premises. Subtenant shall rely solely on its own investigations and/or that of a licensed professional specializing in the areas referenced in this Section 5(b). (c) Sublandlord hereby warrants that as may be specifically provided in Exhibit B. Subtenant acknowledges that it presently occupiesof the Commencement Date all mechanical, plumbing and has been in occupancy of, portions electrical systems within the portion of the Sublease PremisesPremises shown on Exhibit B-1 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Commencement Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Commencement Date. Sublandlord hereby warrants that as of May 1, 2006 (or, if later, the date of actual delivery of the portion of the Sublease Premises shown on Exhibit B-2) (the “Delivery Date”), all mechanical, plumbing and electrical systems within the portion of the Sublease Premises shown on Exhibit B-2 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Delivery Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Delivery Date. (d) Subtenant’s alterations and modifications of the Sublease Premises shall be governed by Article 11 of the Master Lease (as incorporated by Section 8 of this Sublease); provided, however, that Subtenant shall not be obligated to remove any lab benches, fume hoods, cold rooms or other built-in equipment present in the Premises on the Commencement Date, or any Furniture (as defined below), at the end of the Term. In addition, Subtenant agrees that if any of Subtenant’s alterations or modifications require a building permit, Subtenant shall engage only licensed contractors to perform such alterations or modifications. Sublandlord shall reimburse Subtenant for the actual cost incurred by Subtenant to remove Sublandlord’ sign from the Building, provided such removal is done at the same time as installation of Subtenant’s sign on the Building.

Condition of the Sublease Premises. Subject to any fit-up work to be performed by Prime Landlord under the Prime Lease with regard to Sublessor shall deliver the Sublease Premises (including any replacement of any loose or damaged floor to Sublessee broom clean with all ceiling tiles in good condition, lights fully functional with operating ballasts and any damaged or discolored ceiling tiles)with all building systems in good operating condition, and to any preparation work to be performed by Sublandlord as specifically provided in Exhibit B attached hereto, Subtenant acknowledges that it has examined and inspected the Sublease Premises and is fully familiar with the physical condition thereof, and agrees to Sublessee thereupon shall accept and take possession of the Sublease Premises in its "As Is" condition. Sublessee acknowledges that except as is". Subtenant further acknowledges thatexpressly stated in this Sublease, as an occupant of the Complex, it is generally familiar with the condition of the Complex, including, without limitation, the conditions listed as Exhibit N of the Prime Lease. Sublandlord does not make any representation (i) Sublessor makes no warranties or warranty as to representations regarding the physical condition of the Sublease Premises or ComplexPremises; (ii) Sublessee has had an opportunity to inspect the Sublease Premises, including the use to which roof and structural components of the building; the electrical, plumbing, HVAC, and other building systems serving the Sublease Premises; and the environmental condition of the Sublease Premises or Complex may be put or any other matter or thing affecting or relating and related common areas; and to hire experts to conduct such inspections on its behalf; and (iii) Sublessee is leasing the Sublease Premises except as specifically set forth in this Sublease. Notwithstanding the immediately preceding sentence, Sublandlord and Subtenant each represents to the other that, to the best based on its own inspection of their respective knowledge, Prime Landlord's representations made in Article 41 and Section 36.03(a) of the Prime Lease are true and accurate as of the date hereof. Sublandlord shall have no obligation whatsoever to alter, improve, decorate or otherwise prepare the Sublease Premises for Subtenant's occupancy, except as may be specifically provided in Exhibit B. Subtenant acknowledges that it presently occupiesand those of its agents, and has been in occupancy ofis not relying on any statements, portions representations or warranties of Sublessor regarding the physical condition of the Sublease Premises. Sublessee's taking of possession of the Sublease Premises shall constitute conclusive evidence that the Sublease Premises are in good, clean and tenantable condition and that the ceiling tiles are in good condition, the lights are fully functional with operating ballasts and all building systems are in good operating condition. If, within thirty (30) days after the Commencement Date, the building systems are found not to be in good operating condition, then, to the extent repairs of such building systems are the responsibility of Sublessor under the terms of the Master Lease and are not otherwise necessitated --- by the acts or omissions of Sublessee, or its agents, employees, invitees, visitors or contractors, Sublessor shall cause the same to be corrected at its own expense promptly after receiving written notice from Sublessee to do so.

Condition of the Sublease Premises. Subject to any fit-up work to be performed by Prime Landlord under the Prime Lease with regard to As Is. i. Sublessor shall deliver the Sublease Premises to Sublessee with all building structures and systems (including any replacement HVAC, electrical, plumbing, roof, window walls, and fire safety) in good operating condition and repair. If, within the first fifteen (15) days after the Rental Commencement Date, Sublessee notifies Sublessor of any loose or damaged floor tiles defects in the foregoing, Sublessor shall promptly repair and any damaged or discolored ceiling tiles)correct the same at Sublessor's sole cost and expense. ii. Subject to the foregoing, and to any preparation work to be performed by Sublandlord as specifically provided in Exhibit B attached hereto, Subtenant acknowledges that it has examined and inspected the Sublease Premises and is fully familiar with the physical condition thereof, and Sublessee hereby agrees to accept and take possession of the Sublease Premises in its "As Is" condition. Sublessee acknowledges that except as is"expressly stated in this Sublease: 1. Subtenant further acknowledges thatSublessor makes no warranties or representations regarding the physical condition or zoning of the Sublease Premises or for the suitability of the Sublease Premises for Sublessee's intended use thereof; 2. Sublessee has had an opportunity to inspect the Sublease Premises, as an occupant including the roof and structural components of the Complex; the electrical, it is generally familiar with plumbing, HVAC, and other building systems serving the Sublease Premises; and the environmental condition of the Complex, including, without limitation, Sublease Premises and related common areas; and to hire experts to conduct such inspections on its behalf; and 3. Sublessee is leasing the conditions listed as Exhibit N Sublease Premises based on its own inspection of the Prime Lease. Sublandlord does Sublease Premises and those of its agents, and is not make relying on any representation statements, representations or warranty as to warranties of Sublessor or Sublessor's agents regarding the physical condition of the Sublease Premises or Complex, the use to which the Sublease Premises or Complex may be put or any other matter or thing affecting or relating to the Sublease Premises except as specifically set forth in this Sublease. Notwithstanding the immediately preceding sentence, Sublandlord and Subtenant each represents to the other that, to the best of their respective knowledge, Prime Landlord's representations made in Article 41 and Section 36.03(a) of the Prime Lease are true and accurate as of the date hereof. Sublandlord shall have no obligation whatsoever to alter, improve, decorate or otherwise prepare the Sublease Premises for Subtenant's occupancy, except as may be specifically provided in Exhibit B. Subtenant acknowledges that it presently occupies, and has been in occupancy of, portions of the Sublease Premises.

Condition of the Sublease Premises. Subject (a) Subtenant's taking possession of the Sublease Premises shall be conclusive evidence as against Subtenant that the Sublease Premises were in good order and satisfactory condition when Subtenant took possession. Without limiting or modifying any of Landlord's or Sublandlord's obligations to any fit-up work to be performed by Prime Landlord under maintain the Sublease Premises as provided in the Prime Lease with regard to the Sublease Premises (including any replacement of any loose or damaged floor tiles and any damaged or discolored ceiling tiles), and to any preparation work to be performed by Sublandlord as specifically provided in Exhibit B attached heretoherein, Subtenant acknowledges that it has examined and inspected the Sublease Premises and is fully familiar with the physical condition thereof, and agrees to accept and take will be taking possession of the Sublease Premises in their current "as isAS-IS" and "WHERE LOCATED" condition. Subtenant further acknowledges thatNo promise of Sublandlord to alter, as an occupant of remodel and improve the Complex, it is generally familiar with Sublease Premises and no representation respecting the condition of the ComplexSublease Premises or the Building, includingexcept as expressly set forth herein, without limitationhas been made by Sublandlord to Subtenant. Upon the expiration or earlier termination of this Sublease, Subtenant shall surrender the conditions listed as Exhibit N of Sublease Premises in the condition required by the Prime Lease. . (b) Subtenant expressly acknowledges and understands that neither Sublandlord does not make nor Landlord has made or is making any representation or warranty as to the physical condition compliance of the Sublease Premises with any applicable law, including, but not limited to, any environmental laws or Complexthe Americans With Disabilities Act of 1990 (the "ADA"). Subtenant warrants that its use of the Sublease Premises and the materials used in the conduct of its business operations at and on the Sublease Premises, or the manner of use, and its waste, effluent and vapors will not violate any laws, ordinances, rules or regulations relating to or affecting the environment or dealing with environmental matters, as hereinafter defined, or hazardous substances of any kind or nature, whether imposed or enforced by any state, local or federal agency, and that Subtenant shall alter its use of the Sublease Premises to comply with such laws, ordinances, rules or regulations if required to do so by any such governmental agency. Subtenant shall not use the Sublease Premises, maintain them nor allow use of the Sublease Premises in any manner constituting a violation of any ordinance, statute, rule, regulation or order of any governmental authority, including, but not limited to, the use ADA, zoning ordinances, or environmental rules, regulations and laws, nor will Subtenant maintain or permit any nuisance to which occur or to be maintained on the Sublease Premises. Subtenant shall not cause or permit injury or waste to the Sublease Premises or Complex may be put or any other matter or thing affecting or relating to the Building, and shall keep the Sublease Premises except as specifically set forth in this Sublease. Notwithstanding and the immediately preceding sentenceParking Garage, Sublandlord loading, unloading, service and public areas used by Subtenant each represents to the other thatclear and free from rubbish, to the best of their respective knowledgedirt, Prime Landlord's representations made in Article 41 and Section 36.03(a) of the Prime Lease are true debris at all times, and accurate as of the date hereof. Sublandlord shall have no obligation whatsoever to alterstore all trash, improvegarbage, decorate or otherwise prepare and debris within the Sublease Premises for Subtenant's occupancy, except as may be specifically provided in Exhibit B. Subtenant acknowledges that it presently occupies, and has been in occupancy of, portions of until the Sublease Premisesregular pickup thereof.